Common use of Payments by Borrowers Clause in Contracts

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England time) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such payment.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of Lenders, at Agent’s address and each other Obligor shall make each payment required of it under this Agreement be made in Dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (LondonNew York, England New York time) on the date specified herein. Any payment received by Agent later than 1:00 p.m. (New York, New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in Dollars such case be included in the computation of interest or fees, as the case may be. (c) Unless Agent receives notice from Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share . If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each Lender’s respective Funding Office or day from the date such amount is distributed to an account of such Lender at a bank in New York City as notified to until the Administrative Agent at least five date repaid. (5d) Business Days prior to such distribution, like funds relating to the payment All payments of principal, interest, fees or reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other amounts (other than amounts sums payable solely hereunder, including all reimbursement for expenses pursuant to Section 13.1, may, at the option of Agent, subject only to the Administrative Agentterms of this Section 2.10(d), be paid from the LC Issuerproceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Section 2.2 or a specific Lenderdeemed request as provided in this Section 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Section 13.1, and like funds relating agrees that all such amounts charged shall constitute Revolving Loans (including, if charged as such to the payment of interestLoan Account, fees Non-Ratable Loans or any other amounts payable Agent Advances) and that all such Revolving Loans so made shall be deemed to the LC Issuer for its account at its Funding Office, in each case have been requested by Borrowers pursuant to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentSection 2.2.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Applicable Account for the account of the applicable members of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds in the Applicable Currency, no later than 11:00 a.m. 1:30 p.m. (London, England or 1:30 p.m. (London time) in the case of payments made to Agent’s UK Account) on the date due specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in Dollars the US Guaranty and Security Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Applicable Account prior to 1:30 p.m. (or 1:30 p.m. (London time)) on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Applicable Account later than 1:30 p.m. (or 1:30 p.m. (London time) in the case of payments made to Agent’s UK Account) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionin the Applicable Currency, set offand Agent may (but shall not be so required), or counterclaim of any kindin reliance upon such assumption, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers Except to the extent otherwise provided herein, all payments of principal, interest, Fees and each other Obligor shall make each payment required amounts to be made by any Borrower, or the Company on behalf of it the applicable Borrower, under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (Londonexcluding Taxes required to be withheld pursuant to Section 3.10.), England time) on the date due in Dollars to the Administrative Agent at its Funding the Principal Office, not later than 2:00 p.m. New York City time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.4., each Borrower, or such the Company on behalf of the applicable Borrower, shall, at the time of making each payment under this Agreement or any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by such Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the applicable Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Obligor in same day funds without deductionIssuing Bank, set offas the case may be, or counterclaim on the Business Day of any kind. Upon its actual receipt of such payment in same amounts if received by the Administrative Agent by 11:00 a.m. New York City time on such day funds without deductionor, set offif received by the Administrative Agent later than 11:00 a.m. New York City time, or counterclaim then within one Business Day of any kindreceipt of such amounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the Administrative Agentnext succeeding Business Day and interest shall continue to accrue at the rate, the LC Issuerif any, or a specific Lender), and like funds relating applicable to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.

Payments by Borrowers. The Borrowers Except to the extent otherwise provided herein, all payments of principal, interest, Fees and each other Obligor shall make each payment required amounts to be made by the Borrowers, or the Borrower Representative on behalf of it the Borrowers, under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (Londonexcluding Taxes required to be withheld pursuant to Section 3.10.), England time) on the date due in Dollars to the Administrative Agent at its Funding the Principal Office, not later than 2:00 p.m. New York City time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.4., the Borrower Representative shall, at the time of making each payment under this Agreement or such any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers or Administrative Agent from time to time, for the account of such Obligor in same day funds without deduction, set off, or counterclaim Lender at the applicable Lending Office of any kindsuch Lender. Upon its actual In the event the Administrative Agent fails to pay such amounts to such Lender on the Business Day of receipt of such payment in same amounts if received by the Administrative Agent by 11:00 a.m. New York City time on such day funds without deductionor, set offif received by the Administrative Agent later than 11:00 a.m. New York City time, or counterclaim then within one Business Day of any kindreceipt of such amounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the Administrative Agentnext succeeding Business Day and interest shall continue to accrue at the rate, the LC Issuerif any, or a specific Lender), and like funds relating applicable to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.

Payments by Borrowers. The Borrowers and each other Obligor Each Borrower shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England time) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five made by it hereunder (5) Business Days prior to such distribution, like funds relating to the payment whether of principal, interest, fees or Unreimbursed Amounts, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 1:00 p.m. (or, in the case of Section 2.20(c), 2:00 p.m.), New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any other amounts (other than amounts payable solely to date may, in the discretion of the Administrative Agent, be deemed to have been received on the LC Issuer, or a specific Lender), and like funds relating to the payment next succeeding Business Day for purposes of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to calculating interest thereon. All such payments shall be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment made to the Administrative Agent together with accrued at the Administrative Agent’s Office, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon from shall be payable for the period of such extension. All payments hereunder (including commitment fees, payments required under Section 2.07 relating to any Loan denominated in Dollars, and payments required under Section 2.08 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.08, which are payable in such Foreign Currency) (except to the extent otherwise provided therein) shall be made in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of its receipt of such payment redenomination and such principal shall be payable on demand; and if the Borrower shall fail to the date such refund pay any interest on any Loan that is received by the Administrative Agentnot denominated in Dollars, such interest to shall automatically be based redenominated in Dollars on the rate determined by due date therefor (or, if such due date is a day other than the Administrative Agent as its cost last day of funding for the Interest Period therefor, on the last day of such paymentInterest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of Lenders, at Agent’s address and each other Obligor shall make each payment required of it under this Agreement be made in Dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. (LondonNew York, England New York time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (New York, New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the Administrative Agent at its Funding Officeprovisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or such other location fees, as the Administrative case may be. (c) Unless Agent may designate in writing receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share . If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each Lender’s respective Funding Office or day from the date such amount is distributed to an account of such Lender at a bank in New York City as notified to until the Administrative Agent at least five date repaid. (5d) Business Days prior to such distribution, like funds relating to the payment All payments of principal, interest, fees or reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other amounts (other than amounts sums payable solely hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the Administrative Agentterms of this subparagraph 2.10(d), be paid from the LC Issuerproceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a specific Lenderdeemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and like funds relating agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to the payment of interest, fees or any other amounts payable have been requested by Borrowers pursuant to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentParagraph 2.2.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (Londonas defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 p.m. shall be deemed to have been received (unless Agent, England timein its sole discretion, elects to credit it on the date received) on the date due in Dollars following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. All payments to be made by Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (ii) Unless Agent receives notice from the Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by US Borrower shall be made in US Dollars to US Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (London, England California time) on the date due specified herein. Except as otherwise expressly provided herein, all payments by Canadian Borrower shall be made in Dollars the same currency in which such Canadian Advance being repaid was made to Canadian Agent’s Account for the account of the applicable members of the Lender Group and shall be made in immediately available funds, no later than 1:00 p.m. (California time) on the date specified herein. Any payment received by an Agent later than 1:00 p.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless the applicable Agent receives notice from Borrowers prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of Lenders that the applicable Borrower(s) will not make such payment in same day full as and when required, such Agent may assume that such Borrower(s) have made (or will make) such payment in full to such Agent on such date in immediately available funds without deductionand such Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent the applicable Borrower(s) do not make such payment in full to the applicable Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers (A) All payments to be made by Borrower or Borrowing Subsidiary shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent for the account of the Banks at Agent's Payment Office, and each other Obligor shall make each payment required of it under this Agreement be made in U.S. dollars. Such payments shall be in immediately available in funds and under any other Loan Document not made no later than 11:00 a.m. (London, England Chicago time) on the date due in Dollars specified herein. Agent will promptly distribute to the Administrative Agent at each Bank its Funding Office, Pro Rata Share (or such other location applicable share as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt expressly provided herein) of such payment in same day like funds without deduction, set off, as received. Any payment received by Agent later than the time specified above applicable to such payment shall be deemed to have been received on the following Business Day and any applicable interest or counterclaim of any kind, the Administrative Agent fee shall promptly thereafter calculate and cause continue to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified accrue. (B) Subject to the Administrative Agent at least five (5) Business Days prior to such distributionprovisions set forth in the definition of "Interest Period" herein, like funds relating to the whenever any payment of principal, interest, fees or any other amounts (is due on a day other than amounts payable solely to a Business Day, such payment shall be made on the Administrative Agent, the LC Issuer, or a specific Lender)following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (C) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Banks that a Borrower will not make such payment in full as and when required, Agent may assume that such Borrower has made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent any Borrower has not made such payment in full to Agent, each Bank shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Bank, together with accrued interest thereon at the Federal Funds Rate for each day from the date of its receipt of such payment amount is distributed to such Bank until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Agent’s Account or Agent’s Canadian Account, as applicable, for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England New York time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All payments in respect of the Canadian Obligations of Canadian Loan Parties shall be applied first to Canadian Obligations denominated in the same currency as the payments received and second to the Canadian Obligations denominated in the other currency; provided, that, Agent may, at its receipt option (but is not obligated to), convert such currency received to the currency in which the Canadian Obligations are denominated at the exchange rate calculated by Agent in good faith on such date and Borrowers shall pay the costs of such payment conversion (or Agent may, at its option, charge such costs to the date loan account of any Borrower maintained by such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such payment).

Payments by Borrowers. The Borrowers and each other Obligor (i) Each Borrower shall make each payment required to be made by it hereunder (whether of it principal, interest or fees, or under this Agreement and under any other Loan Document not later than 11:00 a.m. (LondonSection 2.13, England time2.14 or 2.15, or otherwise) prior to 1:00 p.m., Local Time, on the date due when due, in Dollars immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its Funding Officethe relevant Administrative Agent’s Account, except that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. (ii) Prior to any prepayment of any Borrowings hereunder, the relevant Borrower shall select the Borrowing or such other location as Borrowings to be paid and shall notify the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt by telephone (confirmed by telecopy) of such payment selection not later than 1:00 p.m., New York time (or, in same day funds without deductionthe case of a Borrowing in any Agreed Foreign Currency or any Borrowing by any Foreign Subsidiary Borrower, set offnot later than 1:00 p.m., or counterclaim of any kindLondon time), three Business Days before the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account scheduled date of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreementrepayment. If the Administrative Agent makes relevant Borrower fails to make a payment timely selection of the Borrowing or Borrowings to a Lender be repaid or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for prepaid, such payment without deductionshall be applied, set off first, to pay (in the case of Borrowings of any U.S. Borrower) any outstanding ABR Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (iii) All amounts owing under this Agreement (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan in Dollars, but not including principal of, and interest on, any Loan in any Agreed Foreign Currency or counterclaim payments relating to any such Loan required under Section 2.14, which are payable in such Agreed Foreign Currency) are payable in Dollars. Notwithstanding the foregoing, if the relevant Borrower shall fail to pay any principal of any Loan when due (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowerswhether at stated maturity, by acceleration, by mandatory prepayment or otherwise), then the unpaid portion of such Lender or Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the LC Issuer due date thereof (as or, if such due date is a day other than the case may belast day of the Interest Period therefor, on the last day of such Interest Period) shall on demand therefor promptly refund such payment in an amount equal to the Administrative Agent together with accrued interest thereon from Dollar Equivalent thereof on the date of its receipt of such payment redenomination and such principal shall be payable on demand; and if the relevant Borrower shall fail to the date such refund pay any interest on any Loan that is received by the Administrative Agentnot denominated in Dollars, such interest to shall automatically be based redenominated in Dollars on the rate determined by due date therefor (or, if such due date is a day other than the Administrative Agent as its cost last day of funding for the Interest Period therefor, on the last day of such paymentInterest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by Borrowers. The Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers and each other Obligor shall make each payment required of it under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. (Londonshall be made in Dollars, England time) on the date due in Dollars immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at its Funding the Principal Office, not later than 2:00 p.m. Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5, the Borrowers shall, at the time of making each payment under this Agreement or such any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Obligor in same day funds without deductionthe Issuing Bank, set offas the case may be, or counterclaim within one Business Day of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kindamounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the Administrative Agentnext succeeding Business Day and interest shall continue to accrue at the rate, the LC Issuerif any, or a specific Lender), and like funds relating applicable to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by any U.S. Loan Party shall be made in Dollars to Agent's Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due specified herein. Except as otherwise expressly provided herein, all payments by any U.K. Loan Party shall be made in Dollars to Agent's Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing Borrower prior to the date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionin Dollars and Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent the applicable Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers Except to the extent otherwise provided herein, all payments of principal, interest, Fees and each other Obligor shall make each payment required amounts to be made by any Borrower, or the Company on behalf of it the applicable Borrower, under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (Londonexcluding Taxes required to be withheld pursuant to Section 3.10.), England time) on the date due in Dollars to the Administrative Agent at its Funding the Principal Office, not later than 2:00 p.m. Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day for any Base Rate Loan or such Daily SOFR Loan and on the next succeeding U.S. Government Securities Business Day for any Term SOFR Loan). Subject to Section 10.5., each Borrower, or the Company on behalf of the applicable Borrower, shall, at the time of making each payment under this Agreement or any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by such Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Obligor in same day funds without deductionIssuing Bank, set offas the case may be, or counterclaim within one Business Day of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kindamounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day or U.S. Government Securities Business Day, as applicable, such date shall be extended to the Administrative Agentnext succeeding Business Day or U.S. Government Securities Business Day, the LC Issuer, or a specific Lender)as applicable, and like funds relating interest shall continue to accrue at the payment of interestrate, fees or any other amounts payable if any, applicable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lender Group at Agent's address set forth in Section 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers All payments to be made by a Loan Party hereunder and each the other Obligor Loan Documents shall make each be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments with respect to principal and interest on Loans and unreimbursed LC Disbursements denominated in Dollars shall be made to the Administrative Agent, for the account of the respective Finance Parties to which such payment required is owed, at the Administrative Agent’s Office in Dollars in immediately available funds not later than 12:00 noon (New York City time) on the date specified herein. Except as otherwise expressly provided herein, all payments by the Loan Parties hereunder with respect to principal and interest on Loans and unreimbursed LC Disbursements denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of it the respective Lenders to which such payment is owed, at the applicable Administrative Agent's Office in such Alternative Currency in immediately available funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, a Loan Party is prohibited by Law from making any required payment hereunder in an Alternative Currency, such Loan Party shall make such payment in Dollars in the Dollar Amount equivalent of the Alternative Currency Amount. All amounts received by the Administrative Agent after such specified times on any date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. The Administrative Agent will promptly distribute to the Fronting Bank or Lender its ratable share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Fronting Bank or Lender’s applicable lending office (or otherwise distribute such payment in like funds as received to the Person or Persons entitled thereto as provided herein). If any payment to be made by a Loan Party shall fall due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such next succeeding Business Day would fall after the Commitment Termination Date, payment shall be made on the immediately preceding Business Day. Except as otherwise expressly provided herein, all payments hereunder or under any other Loan Document not later than 11:00 a.m. (London, England time) on the date due shall be made in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentDollars.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Administrative Agent for the account of Lenders at Administrative Agent’s address set forth in Article 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 12:00 p.m. (London, England New York City time) on the date due in Dollars to the specified herein. Any payment received by Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in later than 12:00 p.m. (New York City as notified to time), at the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment option of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, shall be deemed to have been received on the LC Issuerfollowing Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, or a specific Lender)such payment shall be made on the following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Administrative Agent receives notice from Borrower Representative prior to the date on which any payment is due to Lenders that Borrowers will not make such payment in full as and when required, Administrative Agent may assume that Borrowers have made (or will make) such payment in full to Administrative Agent on such date in immediately available funds and Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Administrative Agent, each Lender shall repay to Administrative Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments to be made by any Borrower shall be made to the applicable Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds no later than 11:00 a.m. (London, England time) 1:30 p.m. on the date due in Dollars specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to the Administrative applicable Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent at in immediately available funds in Agent’s Account later than 1:30 p.m. shall be deemed to have been received on the following Business Day (unless Agent, in its Funding Officesole discretion, elects to credit it on the date received) and any applicable interest or fee shall continue to accrue until such following Business Day. Unless otherwise agreed by Agent and Borrowers, all payments to be made by a Borrower other location as the Administrative Agent may designate in writing than Vector Tobacco shall be made to the Borrowers or designated Agent’s Account for Xxxxxxx, and all payments to be made by Vector Tobacco shall be made to the designated Agent’s Account for Vector Tobacco. (ii) Unless Agent receives notice from a Borrower prior to the date on which any payment is due to the Lenders that such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of Borrower will not make such payment in same day full as and when required, Agent may assume that the relevant Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due to such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent any Borrower does not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England timea) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause All payments (including prepayments) to be distributed ratably to made by each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an Credit Party on account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other than amounts payable solely address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder) to the Administrative AgentCollection Account. For purposes of computing interest and fees as of any date, all payments shall be deemed received on the LC IssuerFirst Business Day following the Business Day on which immediately available funds therefor are received in the Collection Account prior to 1:00 p.m. (New York time). Any payment received by Agent later than 1:00 p.m. (New York time) shall be deemed to have been received on the immediately succeeding Business Day. Borrowers and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender to make a Loan advance to pay interest, or a specific Lender)Fees and Expenses, Unused Commitment Fees, fees, and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding OfficeObligations, in each case instance on the date due. (b) If any payment hereunder shall be stated to be applied in accordance with this Agreement. If the Administrative Agent makes due on a payment to day other than a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for Business Day, such payment without deductionshall be made on the next succeeding Business Day, set off and such extension of time shall in such case be included in the computation of interest or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers)fees, then such Lender or the LC Issuer (as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall on demand therefor promptly refund such payment upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is contrary, all amounts collected or received by Agent after any or all of the Administrative AgentObligations have been accelerated (so long as such acceleration has not been rescinded), such interest to including proceeds of Collateral, shall be based on the rate determined by the Administrative Agent applied as its cost of funding for such payment.follows:

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders or Agent, as the case may be, at Agent's address set forth in Section 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Reference Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:30 p.m. Local Time on the date specified herein. Any payment received by Agent later than 1:30 p.m. Local Time shall be deemed to have been received (Londonunless Agent, England timein its sole discretion, elects to credit it on the date received) on the date due in Dollars following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All payments in respect of the Obligations denominated in a currency other than Dollars shall be applied first to Obligations denominated in the same currency as the payments received and second to the Obligations denominated in the other currencies, if any; provided, that, Agent may, at its receipt option (but is not obligated to), convert such currency received to the currency in which the Obligations are denominated at the Exchange Rate calculated by Agent in good faith on such date and Borrowers shall pay the costs of such payment conversion (or Agent may, at its option, charge such costs to the date loan account of Borrowers maintained by such refund is received Agent). (iv) Unless Agent otherwise agrees in writing, all payments of the Obligations shall be made with the Loan Parties own funds (including, without limitation, with proceeds of Collateral constituting assets of the Loan Parties and with funds of the Loan Parties representing the repayment of Specified Permitted Intercompany Advances made by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentLoan Parties).

Payments by Borrowers. The Borrowers and each other Obligor (i) Each Borrower shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England time) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five made by it hereunder (5) Business Days prior to such distribution, like funds relating to the payment whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., Local Time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any other amounts (other than amounts payable solely to date may, in the discretion of the Administrative Agent, be deemed to have been received on the LC Issuer, or a specific Lender), and like funds relating to the payment next succeeding Business Day for purposes of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to calculating interest thereon. All such payments shall be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment made to the Administrative Agent together with accrued at the relevant Administrative Agent’s Account, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon from shall be payable for the period of such extension. (ii) Prior to any prepayment of any Borrowings hereunder, the relevant Borrower shall select the Borrowing or Borrowings to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., New York time (or, in the case of a Borrowing in any Agreed Foreign Currency or any Borrowing by any Foreign Subsidiary Borrower, not later than 1:00 p.m., London time), three Business Days before the scheduled date of such repayment. If the relevant Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay (in the case of Borrowings of any U.S. Borrower) any outstanding ABR Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (iii) All amounts owing under this Agreement (including facility fees, payments required under Section 2.14, and payments required under Section 2.15 relating to any Loan in Dollars, but not including principal of, and interest on, any Loan in any Agreed Foreign Currency or payments relating to any such Loan required under Section 2.15, which are payable in such Agreed Foreign Currency) are payable in Dollars. Notwithstanding the foregoing, if the relevant Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of its receipt of such payment redenomination and such principal shall be payable on demand; and if the relevant Borrower shall fail to the date such refund pay any interest on any Loan that is received by the Administrative Agentnot denominated in Dollars, such interest to shall automatically be based redenominated in Dollars on the rate determined by due date therefor (or, if such due date is a day other than the Administrative Agent as its cost last day of funding for the Interest Period therefor, on the last day of such paymentInterest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by US Borrowers shall be made in the Applicable Currency to the applicable Administrative Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due specified herein, all payments by Canadian Borrowers shall be made in Dollars the Applicable Currency to the applicable Canadian Administrative Agent at its Funding OfficeAgent’s Account for the account of the Lender Group and shall be made in immediately available funds, or such other location as no later than 11:00 a.m. (California time) on the Administrative Agent may designate date specified herein and all payments by European Borrowers shall be made in writing the Applicable Currency to the Borrowers applicable European Administrative Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by the applicable Agent later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such Obligor in same following Business Day. If any payment hereunder becomes due and payable on a day funds without deductionother than a Business Day, set offexcept to the extent the amount thereof is charged to a Loan Account pursuant to the terms of this Agreement on or as of such due date, or counterclaim of any kind. Upon its actual receipt the due date of such payment shall be extended to the next succeeding Business Day. (ii) Unless the applicable Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that the applicable Borrowers will not make such payment in same day full as and when required, such Agent may assume that such Borrowers have made (or will make) such payment in full to such Agent on such date in immediately available funds without deductionin the Applicable Currency and such Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent the applicable Borrowers do not make such payment in full to the applicable Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) If, notwithstanding the terms of its receipt this Agreement, any Agent receives any payment from or on behalf of any Borrower in a currency other than the Applicable Currency, such Agent may convert the payment (including the monetary proceeds of realization upon any Collateral and any funds then held in a cash collateral account) into the Applicable Currency at the Currency Exchange Rate in the manner contemplated by Section 10.4. To the extent permitted by law, the obligation shall be satisfied only to the date such refund is extent of the amount actually received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for upon such paymentconversion.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lender Group at Agent's address set forth in SECTION 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers Except to the extent otherwise provided herein, all payments of principal, interest, Fees and each other Obligor shall make each payment required of it amounts to be made by any Loan Party under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (Londonexcluding Taxes required to be withheld pursuant to Section 3.10.), England time) on the date due in Dollars to the Administrative Agent at its Funding the Principal Office, not later than 12:00 noon Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.5., each Borrower shall, at the time of such Borrower’s making a payment under this Agreement or such any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by such Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of any Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Obligor in same day funds without deductionIssuing Bank, set offas the case may be, or counterclaim within one Business Day of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kindamounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the Administrative Agentnext succeeding Business Day and interest shall continue to accrue at the rate, the LC Issuerif any, or a specific Lender), and like funds relating applicable to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England timea) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s its Pro Rata Share at each Lender’s respective Funding Office (or to an account other applicable share as expressly provided herein) of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than the Requisite Time therefor shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Notwithstanding any other provisions of this Agreement, if and to the extent that EMU Legislation provides that amounts denominated in the euro or an NCU may be paid within a country in either the euro or the NCU of that country by crediting an account of the creditor in that country, payments may be made in either the euro or such NCU. (b) Whenever any payment hereunder shall be stated to be due on a day other than amounts payable solely 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 interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full as and when required hereunder, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent a Borrower shall not have made such payment in full to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment repay to the Administrative Agent on demand such amount distributed to such Lender, together with accrued interest thereon for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by Lender repays such amount to the Administrative Agent, as the Overnight Rate as in effect for each such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentday.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders at Agent’s Payment Office, and each other Obligor shall make each payment required of it under this Agreement be made in dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein, and Agent will promptly distribute to the Administrative Agent at each Lender its Funding Office, Pro Rata Share (or such other location applicable share as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt expressly provided herein) of such payment in same day like funds without deduction, set off, as received. Any payment received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or counterclaim of any kind, the Administrative Agent fee shall promptly thereafter calculate and cause continue to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified accrue. (b) Subject to the Administrative Agent at least five (5) Business Days prior to such distributionprovisions set forth in the definition of “Interest Period” herein, like funds relating to the whenever any payment of principal, interest, fees or any other amounts (is due on a day other than amounts payable solely to a Business Day, such payment shall be made on the Administrative Agent, the LC Issuer, or a specific Lender)following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (c) Unless Agent receives notice from Borrower Representative prior to the date on which any payment is due that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Federal Funds Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments to be made by any Borrower shall be made to the applicable Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds no later than 11:00 a.m. (London, England time) 1:30 p.m. on the date due in Dollars specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to the Administrative applicable Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent at in immediately available funds in Agent’s Account later than 1:30 p.m. shall be deemed to have been received on the following Business Day (unless Agent, in its Funding Officesole discretion, elects to credit it on the date received) and any applicable interest or fee shall continue to accrue until such following Business Day. Unless otherwise agreed by Agent and Borrowers, all payments to be made by a Borrower other location as the Administrative Agent may designate in writing than Vector Tobacco shall be made to the Borrowers or designated Agent’s Account for Xxxxxxx, and all payments to be made by Vector Tobacco shall be made to the designated Agent’s Account for Vector Tobacco. (ii) Unless Agent receives notice from a Borrower prior to the date on which any payment is due to the Lenders that such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of Borrower will not make such payment in same day full as and when required, Agent may assume that the relevant Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due to such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or extent any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason Borrower does not in actual receipt of same day funds for make such payment without deductionin full to Agent on the date when due, set off or counterclaim (it being understood that the Administrative each Lender severally shall repay to Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment amount distributed to the Administrative Agent 13 such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Administrative Agent’s Payment Office for the account of the Lender Group (except payments to be made to any Issuing Bank or Swing Lender as expressly provided herein and each except that payments pursuant to Sections 2.12(a), 2.12(b), 2.13(b), 15.7 and 16.1 shall be made directly to the Persons entitled thereto) and shall be made in immediately available funds, no later than 12:00 p.m. on the date specified herein. Any payment received by Administrative Agent later than 12:00 p.m. shall be deemed to have been received (unless Administrative Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) In furtherance of the foregoing, Borrowers hereby irrevocably authorize Administrative Agent, in Administrative Agent’s sole discretion, to request on behalf of Borrowers, Revolving Loans (which shall be Base Rate Loans) or Swing Loans, in an amount sufficient to pay all principal, Letter of Credit Disbursements, interest, fees, or other Obligor shall make each payment required of it under this Agreement amounts from time to time due and payable by any Loan Party to the Lender Group hereunder or under any other Loan Document not later than 11:00 a.m. (LondonDocument. All payments to be made by a Loan Party hereunder shall be made free and clear of and without condition or deduction for any counterclaim, England time) on the date due in Dollars to the Administrative Agent at its Funding Officedefense, recoupment or such other location as the Administrative Agent may designate in writing to the Borrowers setoff, without setoff or such Obligor in same day funds without deduction, set off, or counterclaim of any kindcounterclaim. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with distribute any such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an payments received by it for the account of such Lender at a bank in New York City as notified any other Person to the Administrative Agent at least five (5) appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Days prior to such distributionDay, like funds relating the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment of principal, accruing interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from shall be payable for the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to extension. All payments hereunder shall be based on the rate determined by the Administrative Agent as its cost of funding for such paymentmade in US Dollars.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. be made to Agent’s applicable Account (London, England time) on for the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender US Lenders or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deductionUK Lenders, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) in immediately available funds in the Applicable Currency, no later than 1:30 p.m. (or 2:00 p.m. City of London time for payments to be made to Agent’s UK Account) on the date specified herein. Any payment received by Agent later than 1:30 p.m. (or 2:00 p.m. City of London time for payments to be made to Agent’s UK Account) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from the Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent's Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share . If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each Lender’s respective Funding Office day from the date such amount is distributed to such Lender until the date repaid. (iii) In the event that after the Revolver Facility Effective Date the Existing Lender is required to repay or disgorge to an the Loan Parties, or any representatives of the Loan Parties' estates, all or any portion of the Pre-Petition Obligations or any payment on account of such Lender at a bank in New York City as notified the Pre-Petition Obligations made to the Administrative Agent at least five (5) Business Days prior to such distributionExisting Lender is rescinded for any reason whatsoever, like funds relating to the payment including, but not limited to, as a result of principalany Avoidance Action, interest, fees or any other amounts (action, suit, proceeding or claim brought under any other than amounts payable solely to provision of the Administrative AgentBankruptcy Code or any applicable state law, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other similar provisions under any other state or federal statutory or common law (all such amounts payable being hereafter referred to as the "AVOIDED PAYMENTS"), then, in such event, (i) the Borrowers shall prepay the Obligations in an amount equal to 100% of such Avoided Payments immediately upon receipt of the Avoided Payments by any Loan Party or any representative of the Loan Parties' estates and (ii) such amount shall be applied FIRST, to prepay the outstanding principal balance of the Term Loan until paid in full, and SECOND, to the LC Issuer for its account at its Funding Officeextent of any remaining portion of such Avoided Payment, to prepay Advances until paid in each case full and to be applied in accordance with this Agreement. If permanently reduce the Administrative Agent makes a payment to a Lender or Revolver Commitments by the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt amount of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment prepayment applicable to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentAdvances.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Agent’s Applicable Account for the account of the Lender Group and shall be made in immediately available funds in the applicable currency, no later than (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each other Obligor case, on the date specified herein. Any payment received by Agent later than (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, shall make each payment required be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Without limiting the generality of it the foregoing, Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Euros, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Euro payment amount. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to Lenders that Borrowers will not make such payment in full as and under any other Loan Document when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not later than 11:00 a.m. (Londonbe so required), England time) in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date due in Dollars to the Administrative Agent at its Funding Officewhen due, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with severally shall repay to Agent on demand such amount distributed to such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative repaid. (iii) All repayments, prepayments or reimbursements with respect to any Obligations shall be made to Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such payment’s Applicable Account.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of Lenders, at Agent’s address and each other Obligor shall make each payment required of it under this Agreement be made in Dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (LondonNew York, England New York time) on the date specified herein. Any payment received by Agent later than 1:00 p.m. (New York, New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in Dollars such case be included in the computation of interest or fees, as the case may be. (c) Unless Agent receives notice from Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due 116549.01087/134240171v.5 such Lender’s Pro Rata Share . If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each Lender’s respective Funding Office or day from the date such amount is distributed to an account of such Lender at a bank in New York City as notified to until the Administrative Agent at least five date repaid. (5d) Business Days prior to such distribution, like funds relating to the payment All payments of principal, interest, fees or reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other amounts (other than amounts sums payable solely hereunder, including all reimbursement for expenses pursuant to Section 13.1, may, at the option of Agent, subject only to the Administrative Agentterms of this Section 2.10(d), be paid from the LC Issuerproceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Section 2.2 or a specific Lenderdeemed request as provided in this Section 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Section 13.1, and like funds relating agrees that all such amounts charged shall constitute Revolving Loans (including, if charged as such to the payment of interestLoan Account, fees Non-Ratable Loans or any other amounts payable Agent Advances) and that all such Revolving Loans so made shall be deemed to the LC Issuer for its account at its Funding Office, in each case have been requested by Borrowers pursuant to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentSection 2.2.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Administrative Agent’s Account for the account of the applicable member(s) of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (London, England Eastern time) on the date due in Dollars specified herein. Any payment received by Administrative Agent later than 2:00 p.m. (Eastern time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Administrative Agent shall distribute (A) each interest and scheduled principal payment received by it for the account of any Lender to the appropriate recipient within one Business Day following the date such payment is received (or deemed to be received) by Administrative Agent at its Funding Officein accordance with clause (i) above, and (B) each other payment (including principal prepayments) received by it for the account of any Lender or Agent to the appropriate recipient within three Business Days following the date such other location payment is received (or deemed to be received) by Administrative Agent in accordance with clause (i) above. (iii) Unless Administrative Agent receives notice from Borrowers prior to the date on which any payment is due hereunder that Borrowers will not make such payment in full as the and when required, Administrative Agent may designate in writing to the assume that Borrowers have made (or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will make) such payment in same day funds without deduction, set off, or counterclaim of any kind, the full to Administrative Agent on such date in immediately available funds and Administrative Agent may (but shall promptly thereafter calculate and cause to not be distributed ratably so required), in reliance upon such assumption, distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the extent Borrowers do not make such payment in full to Administrative Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Administrative Agent on demand such amount distributed to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such payment.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders or Agent, as the case may be, at Agent’s address set forth in Section 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (London, England Boston time) on the date specified herein. Any payment received by Agent later than 2:00 p.m. (Boston time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Reference Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent's Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent's Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share . If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each Lender’s respective Funding Office day from the date such amount is distributed to such Lender until the date repaid. (iii) If, during any 12 consecutive month period, any Borrower or to an any Guarantor Subsidiary receives any Net Proceeds from the sale, assignment, transfer or other disposition of any assets described in clauses (a), (d) or (h) of the definition of Permitted Dispositions and the aggregate Net Proceeds received by all such entities on account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to sales, assignments, transfers and other dispositions during such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim 12 consecutive month period (it being understood that pursuant to clause (ii)(A) of the Administrative Agent definition of "Net Proceeds," the proceeds from such sales, assignments, transfers or other dispositions shall have no obligation be reduced by the amount required to make such a payment unless and until it actually receives such funds from be paid to Marad or GE pursuant to the Borrowers), then such Lender Marad Financing Documents or the LC Issuer (GE Financing Documents, as the case may be), exceeds $2,000,000 (the "Excess Net Proceeds"), Borrowers immediately shall (A) shall on demand therefor promptly refund such payment ------------------- prepay the outstanding Term Loan Amount in an amount equal to the Administrative Excess Net Proceeds (subject to compliance with the requirements of Section 2.2 with the ----------- exception of the notice provisions thereof), or (B) permanently reduce the Maximum Revolver Amount and the Revolver Commitments by an amount equal to the Excess Net Proceeds, by immediately giving Agent together and each Lender written notice of their election to so permanently reduce the Maximum Revolver Amount and the Revolver Commitments (whereupon (w) the Maximum Revolver Amount and the Revolver --------- Commitments shall immediately and automatically so reduce, (x) the Revolver Commitments of each Lender shall reduce ratably, (y) the Letter of Credit facility sublimit referred to in Section 2.12(a)(ii) hereof shall reduce ------------------- ratably, and (z) the Borrowers shall apply the Excess Net Proceeds, first, to prepay the Advances and, second, to provide cash collateral to be held by Agent in an interest bearing account selected by Agent in its sole discretion for the benefit of those Lenders with accrued interest thereon from a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage (the aggregate amount of such cash collateral held by Agent as of any date of its receipt the determination thereof is referred to herein as the "L/C Cash Collateral"), in each case regardless of any failure ------------------- ------------ to comply with the notice or other requirements of Section 3.6 hereof), or (C) ----------- prepay the Term Loan Amount and reduce the Maximum Revolver Amount and the Revolver Commitments pursuant to any combination of prepayments and reductions pursuant clauses (A) and (B) as 57 Parent shall elect, so long as the total amount of such payment prepayment and reduction is equal to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentExcess Net Proceeds.

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (Londona) Except as otherwise expressly provided herein, England timeall payments (including prepayments) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to made by each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an Credit Party on account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any and other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction of any kind, and shall be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other than amounts payable solely address as Agent may from time to the Administrative Agent, the LC Issuer, or a specific Lendertime specify in accordance with Section 9.2), including payments utilizing the ACH system, and like shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds relating (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the payment immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Officeprincipal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each case instance, on the date due, or (ii) after five (5) days’ prior notice to Borrower Representative, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if any payment hereunder shall be stated to be applied in accordance with this Agreement. If the Administrative Agent makes due on a payment to day other than a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for Business Day, such payment without deductionshall be made on the next succeeding Business Day, set off and such extension of time shall in such case be included in the computation of interest or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers)fees, then such Lender or the LC Issuer (as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall on demand therefor promptly refund such payment upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the Administrative contrary, all payments made by Credit Parties to Agent together with after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrowers under this Agreement; third, to payment of all accrued unpaid interest thereon from on the date Obligations (other than L/C Reimbursement Obligations and cash collateralization of its receipt of such payment unmatured L/C Reimbursement Obligations to the date such refund is received by the Administrative extent not then due and payable) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations applied pro rata among the Revolving Loans including L/C Reimbursement Obligations then due and payable and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. provided, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Credit Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such interest Credit Party. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentapplied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders or Agent, as the case may be, at Agent's address set forth in Section 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (LondonRosemont, England Illinois time) on the date specified herein. Any payment received by Agent later than 1:00 p.m. (Rosemont, Illinois time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made no later than the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Reference Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent's Account or Revolving Agent’s Account, as applicable, for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (Londonas defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent or Revolving Agent, England timeas applicable, on any Business Day unless immediately available funds have been credited to Agent's Account or Revolving Agent’s Account, as applicable, prior to 1:30 p.m. on such Business Day. Any payment received by Agent or Revolving Agent, as applicable, in immediately available funds in Agent's Account or Revolving Agent’s Account, as applicable, later than 1:30 p.m. may be deemed to have been received (unless Agent or Revolving Agent, as applicable, in its sole discretion, elects to credit it on the date received) on the date due in Dollars following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent or Revolving Agent, as applicable, receives written notice from Borrowers prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent or Revolving Agent, as applicable, may assume that Borrowers have made (or will make) such payment in full to Agent or Revolving Agent, as applicable, on such date in immediately available funds without deductionand Agent or Revolving Agent, set offas applicable, or counterclaim of any kindmay (but shall not be so required), the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably in reliance upon such assumption, distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior or Revolving Agent, as applicable, on the date when due, each Lender severally shall repay to Agent or Revolving Agent, as applicable, on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (Londonunless Agent, England timein its sole discretion, elects to credit it on the date received) on the date due in Dollars following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All payments in respect of the Obligations denominated in a currency other than Dollars shall be applied first to Obligations denominated in the same currency as the payments received and second to the Obligations denominated in the other currencies, if any; provided, that, Agent may, at its receipt option (but is not obligated to), convert such currency received to the currency in which the Obligations are denominated at the Exchange Rate calculated by Agent in good faith on such date and Borrowers shall pay the costs of such payment conversion (or Agent may, at its option, charge such costs to the date loan account of Borrowers maintained by such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such payment).

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders, Issuing Bank or Agent, as the case may be, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date specified herein. Any payment received by Agent later than 11:00 am. (California time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders or Issuing Bank that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender or Issuing Bank on such due date an amount equal to the amount then due such Lender or Issuing Bank. If and to the extent Borrowers have not made such payment in full to Agent, each Lender or Issuing Bank shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender or Issuing Bank, together with accrued interest thereon at the Base Rate for each day from the date of its receipt of such payment amount is distributed to such Lender or Issuing Bank until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders at Agent’s Payment Office, and each other Obligor shall make each payment required of it under this Agreement be made in dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein, and Agent will promptly distribute to the Administrative Agent at each Lender its Funding Office, Pro Rata Share (or such other location applicable share as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt expressly provided herein) of such payment in same day like funds without deduction, set off, or counterclaim as received. In the case of any kindpayments by Borrowers in respect of Swingline Loans, the Administrative Agent shall will promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified distribute to the Administrative Agent at least five (5) Business Days prior to Swingline Lender such distribution, payment in like funds relating as received. Any payment received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment of principal, interest, fees or any other amounts (is due on a day other than amounts payable solely to a Business Day, such payment shall be made on the Administrative Agent, the LC Issuer, or a specific Lender)following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (c) Unless Agent receives notice from Borrower Representative prior to the date on which any payment is due that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Federal Funds Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers and each other Obligor (i) Each Borrower shall make each payment required to be made by it hereunder (whether of it principal, interest or fees, or under this Agreement and under any other Loan Document not later than 11:00 a.m. (LondonSection 2.13, England time2.14 or 2.15, or otherwise) prior to 1:00 p.m., Local Time, on the date due when due, in Dollars immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its Funding Officethe relevant Administrative Agent’s Account, except that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. (ii) Prior to any prepayment of any Borrowings hereunder, the relevant Borrower shall select the Borrowing or such other location as Borrowings to be paid and shall notify the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt by telephone (confirmed by telecopy) of such payment in same day funds without deductionselection not later than 1:00 p.m., set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to time (or, in the Administrative Agent at least five (5) case of a Borrowing in any Agreed Foreign Currency or any Borrowing by any Foreign Subsidiary Borrower, not later than 1:00 p.m., London time), three Business Days prior to before the scheduled date of such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreementrepayment. If the Administrative Agent makes relevant Borrower fails to make a payment timely selection of the Borrowing or Borrowings to a Lender be repaid or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for prepaid, such payment without deductionshall be applied, set off first, to pay (in the case of Borrowings of any U.S. Borrower) any outstanding ABR Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (iii) All amounts owing under this Agreement (including commitment fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan in Dollars, but not including principal of, and interest on, any Loan in any Agreed Foreign Currency or counterclaim payments relating to any such Loan required under Section 2.14, which are payable in such Agreed Foreign Currency) are payable in Dollars. Notwithstanding the foregoing, if the relevant Borrower shall fail to pay any principal of any Loan when due (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowerswhether at stated maturity, by acceleration, by mandatory prepayment or otherwise), then the unpaid portion of such Lender or Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the LC Issuer due date thereof (as or, if such due date is a day other than the case may belast day of the Interest Period therefor, on the last day of such Interest Period) shall on demand therefor promptly refund such payment in an amount equal to the Administrative Agent together with accrued interest thereon from Dollar Equivalent thereof on the date of its receipt of such payment redenomination and such principal shall be payable on demand; and if the relevant Borrower shall fail to the date such refund pay any interest on any Loan that is received by the Administrative Agentnot denominated in Dollars, such interest to shall automatically be based redenominated in Dollars on the rate determined by due date therefor (or, if such due date is a day other than the Administrative Agent as its cost last day of funding for the Interest Period therefor, on the last day of such paymentInterest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by Borrowers. The Borrowers and each other Obligor (A) Subject as otherwise provided by the Agreement, all payments to be made to any of the Banks shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England time) on be made by the date due in Dollars relevant Borrower to the Administrative Agent at its Funding OfficeAgent, for the account of such Banks, to such branch or bank account, on such other location date, for such value, under such reference and subject to such availability of funds, in each case as the Administrative Agent may designate in writing shall have specified to the Borrowers or such Obligor in same day funds without deductionBorrower, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account normal practice for the settlement of such Lender at a bank transactions in New York City as Euro. (B) Unless the Agent shall have been notified to in writing by the Administrative Agent at least five (5) relevant Borrower not less than three Business Days prior to the date on which any payment to be made by such distribution, like funds relating Borrower under the Agreement is due that such Borrower does not intend to the remit such payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agentin full, the LC Issuer, or a specific Lender), Agent may assume that such Borrower has remitted such payment when so due and like funds relating the Agent may (but shall not be obliged to) make available to the each Bank on such payment of interest, fees or any other amounts payable date an amount equal to the LC Issuer for its account at its Funding Office, such Bank’s entitlement in each case such assumed payment in reliance on such assumption. If it proves to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason case that such Borrower has not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund fact remitted such payment to the Administrative Agent each Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank, together with accrued interest thereon from until the date of its receipt of such payment repayment thereof, in an amount equal to the date such refund is received Agent’s costs of funding the relevant amount as notified in writing to each Bank by the Administrative Agent, such interest notice to show the bases of calculations used by the Agent in calculating its costs of funds and in the absence of manifest error, to be based final and binding. (C) Each Borrower undertakes, subject to Clause 13 (Withholding), to make all payments required to be made by it under the Financing Documents in full without any set-off or counterclaim and without any condition, reserve or exception in such manner as to ensure that the funds are available and freely transferable on the due date therefor for value such due date. (D) Unless otherwise provided in the Agreement, all payments required to be made by either Borrower shall be made in Euro or, where such payment is made pursuant to any indemnity, in the currency reasonably required by the payee Bank. (E) The obligations of each Borrower under the Agreement to make payments in any currency (the “Contractual Currency”) shall not be discharged or satisfied by any tender or recovery, whether pursuant to any judgment or otherwise, expressed in or converted into any other currency (the “Other Currency’) except to the extent to which such tender or recovery shall result in the effective receipt by the relevant Banks of the full amount of the Contractual Currency payable under the Agreement and accordingly the amount (if any) by which such effective receipt (when converted into the Contractual Currency) falls short of the full amount of the Contractual Currency payable under the Agreement shall continue to constitute a debt due from such Borrower to such Banks and shall not be affected by judgment being obtained for any other sums due under the Agreement. For the purposes of this paragraph, recoveries pursuant to any judgment expressed in or converted into the Other Currency shall be deemed to have been converted into the Contractual Currency at the Agent’s spot buying rate of exchange therefor in Paris as determined by the Administrative Agent to be ruling as its cost at 11.00 a.m. on a day falling as short a period as is practicable after the date of funding recovery. (F) Without limiting the generality of paragraph (E), if either Borrower is placed into liquidation before receipt by the Banks of the full amount of the currency payable under the Agreement or the effective receipt in another currency of the full amount of the currency payable under the Agreement, the obligations of such Borrower, including the obligations imposed by paragraph (E), shall not be diminished or otherwise affected by any variation in rates of exchange between: (i) the date at which the obligations of such Borrower are calculated for such paymentthe purposes of the liquidation; and (ii) the date of final payment by the liquidator to the relevant Banks in respect of those obligations.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 3:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 3:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 3:30 p.m. shall be deemed to have been received (Londonunless Agent, England timein its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) If applicable, Agent may, at its option (but is not obligated to), convert any payments received in respect of the Obligations of Loan Parties that are not in Dollars to Dollars at the Administrative Exchange Rate calculated by Agent in good faith and Borrowers shall pay the costs of such conversion (or Agent may, at its Funding Officeoption, or charge such other location as the Administrative Agent may designate in writing costs to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim loan account of any kind. Upon its actual receipt of Borrower or Administrative Borrower maintained by such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such payment.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of Lxxxxxx, at Agent’s address and each other Obligor shall make each payment required of it under this Agreement be made in Dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (LondonNew York, England New York time) on the date specified herein. Any payment received by Agent later than 1:00 p.m. (New York, New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in Dollars such case be included in the computation of interest or fees, as the case may be. (c) Unless Agent receives notice from Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share . If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each Lender’s respective Funding Office or day from the date such amount is distributed to an account of such Lender at a bank in New York City as notified to until the Administrative Agent at least five date repaid. (5d) Business Days prior to such distribution, like funds relating to the payment All payments of principal, interest, fees or reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other amounts (other than amounts sums payable solely hereunder, including all reimbursement for expenses pursuant to Section 13.1, may, at the option of Agent, subject only to the Administrative Agentterms of this Section 2.10(d), be paid from the LC Issuerproceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Section 2.2 or a specific Lenderdeemed request as provided in this Section 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Section 13.1, and like funds relating agrees that all such amounts charged shall constitute Revolving Loans (including, if charged as such to the payment of interestLoan Account, fees Non-Ratable Loans or any other amounts payable Agent Advances) and that all such Revolving Loans so made shall be deemed to the LC Issuer for its account at its Funding Office, in each case have been requested by Borrowers pursuant to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentSection 2.2.

Payments by Borrowers. The Borrowers and each other Obligor (i) Each Borrower shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England time) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five made by it hereunder (5) Business Days prior to such distribution, like funds relating to the payment whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., Local Time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any other amounts (other than amounts payable solely to date may, in the discretion of the Administrative Agent, be deemed to have been received on the LC Issuer, or a specific Lender), and like funds relating to the payment next succeeding Business Day for purposes of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to calculating interest thereon. All such payments shall be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment made to the Administrative Agent together with accrued at the relevant Administrative Agent’s Account, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon from shall be payable for the date of its receipt period of such payment extension. (ii) Prior to any prepayment of any Borrowings hereunder, the date such refund is received by relevant Borrower shall select the Administrative Agent, such interest Borrowing or Borrowings to be based on the rate determined by paid and shall notify the Administrative Agent as its cost by telephone (confirmed by telecopy) of funding for such paymentselection not later than 1:00 p.m., New York City time (or, in the case of a Borrowing in any Agreed Foreign Currency or any Borrowing by any Non-U.S. Subsidiary Borrower, not later than 1:00 p.m., London time), three Business Days before the scheduled date of such repayment. If the relevant Borrower fails to make a timely selection of the Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay (in the case of Borrowings of any U.S. Borrower) any outstanding ABR Borrowings and, second, to other Borrowings in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). (iii) Except to the extent otherwise provided herein and except with respect to principal of and interest on any Loan or any Letter of Credit in any Agreed Foreign Currency or payments relating to any such Loan required under Section 2.15, all amounts owing under this Agreement (including facility fees, payments required under Section 2.14 and payments required under Section 2.15 relating to any Loan or any Letter of Credit in Dollars) are payable in Dollars. All amounts with respect to principal of and interest on any Loan or any Letter of Credit in any Agreed Foreign Currency or payments relating to any such Loan required under Section 2.15 are payable in such Agreed Foreign Currency.

Payments by Borrowers. (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrowers hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States, in immediately available funds to the Administrative Agent’s Account and, if not received before such time, shall be deemed to be received on the next Business Day. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (Londonshall, England time) on to the date due in Dollars extent permitted by Applicable Law, pay to the Administrative Agent interest on any amounts not paid when due hereunder or under the Loan Documents at its Funding Officethe Post-Default Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, the Lenders. All computations of Interest and all computation of other interest and fees hereunder shall be made on the basis of a year consisting of 360 days for the actual number of days (including the first but excluding the last day) elapsed. The Borrowers acknowledge that they have no rights of withdrawal from the Collection Account, the CDO Management Fee Account or such other location as from the Administrative Agent may designate in writing to Agent’s Account; provided, however, the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, may have a right to distributions from the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender Collection Account in accordance with Subsection 2.7(b). (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account payment shall be made on the next succeeding Business Day, and such extension of time shall in such Lender at a bank case be included in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to computation of the payment of principalthe Interest, interest, fees other interest or any other amounts (other than amounts fee payable solely to the Administrative Agenthereunder, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (c) shall on demand therefor promptly refund such payment to If (i) any Loan requested by the Borrowers and approved in writing by the Administrative Agent together with accrued interest thereon from is not, for any reason, made or effectuated, as the case may be, on the date specified therefor, (ii) the Borrowers fail to pay the principal amount of its receipt of such payment or any Interest on any Loan in accordance with the terms hereof or (iii) the Borrowers fail to make any prepayment after receiving or giving notice thereof, the date such refund is received Borrowers shall indemnify the Administrative Agent against any reasonable loss, cost or expense incurred by the Administrative AgentAgent and the Lenders, such interest to be based on including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits, if any, in the rate reemployment of any funds in the manner determined by the Administrative Agent or Lenders in their discretion), any reasonable cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Administrative Agent or the Lenders to fund or maintain such Loan and any Interest, other interest or fees payable by the Administrative Agent or any Lender to lenders of funds obtained by it in order to maintain any Loan hereunder. A certificate as its cost to any such amounts payable under this Subsection 2.9(c) submitted by the Administrative Agent to the Borrowers shall be conclusive absent manifest errors. (d) Except as set forth to the contrary in the Loan Documents, all sums payable by the Borrowers and the Guarantors hereunder or under the Loan Documents shall be paid without notice, demand, counterclaim, setoff, deduction or defense (as to any Person or any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person or any reason whatsoever), and the obligations and liabilities of funding for each Borrower and each Guarantor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any taking of any asset, any Property, any Collateral or any portion of the foregoing; (b) any restriction or prevention of or interference with any use of any asset, any Property, any Collateral or any portion of the foregoing; (c) any title defect or encumbrance or any eviction from any Property, by title paramount or otherwise; (d) any Insolvency Proceeding relating to any Borrower, any Guarantor, any Affiliate or Subsidiary of the foregoing or any obligor, account debtor or indemnitor under the Collateral, or any action taken with respect to this Agreement or any other Loan Document by any trustee or receiver of any Borrower, any Guarantor, any Affiliate or Subsidiary of the foregoing or any obligor, account debtor or indemnitor under the Collateral, or by any court, in any such paymentproceeding; (e) any claim that any Borrower or any Guarantor has or might have against the Administrative Agent, any Lender, any Affected Party and/or any Indemnified Party; (f) any default or failure on the part of the Administrative Agent, any Lender, any Affected Party and/or any Indemnified Party to perform or comply with any of the terms hereof, the Loan Documents or of any other agreement with any Borrower, any Guarantor, any Consolidated Subsidiary of the foregoing and/or any other Person; (g) the invalidity or unenforceability of any Collateral or Loan; (h) anything related to or arising out of any Borrower-Related Obligation; or (i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not any Borrower, any Guarantor or any Affiliate or Subsidiary of the foregoing shall have notice or knowledge of any of the foregoing. (e) This Section 2.9 shall survive the termination of this Agreement and the payment in full of the Obligations.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) In the event the aggregate principal amount of its the Advances outstanding on any day exceeds the maximum amount of indebtedness permitted to be incurred pursuant to clause (b) of the definition of “Permitted Indebtedness” under the ThermaClime Indenture, Borrowers will immediately prepay the outstanding principal amount of the Advances, to the full extent of any such excess. (iv) Upon receipt of any disbursements or dividends described in Section 6.16, the Borrowers shall immediately prepay the outstanding principal amount of the Advances in the amount of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentdistribution or dividend.

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. All payments (London, England timeincluding prepayments) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to made by each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an Credit Party on account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any and other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other than amounts payable solely address as Agent may from time to the Administrative Agent, the LC Issuer, or a specific Lendertime specify in accordance with Section 9.2), including payments utilizing the ACH system, and like shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds relating (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the payment immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Officeprincipal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each case instance, on the date due, or (ii) after five (5) days’ prior notice to Borrower Representative, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under the other Loan Documents. Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise herein, if any payment hereunder shall be stated to be applied in accordance with this Agreement. If the Administrative Agent makes due on a payment to day other than a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for Business Day, such payment without deductionshall be made on the next succeeding Business Day, set off and such extension of time shall in such case be included in the computation of interest or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers)fees, then such Lender or the LC Issuer (as the case may be) . During the continuance of an Event of Default, Agent may, and shall on demand therefor promptly refund such payment upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the Administrative contrary, all payments made by Credit Parties to Agent together with after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrowers under this Agreement; third, to payment of all accrued unpaid interest thereon from on the date Obligations (other than Obligations relating to any Bank Products) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of its receipt principal of such payment the Obligations applied pro rata among the Revolving Loans including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Bank Products and cash collateralization of unmatured L/C Reimbursement Obligations to the date extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. provided, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Credit Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such refund is Credit Party. In carrying out the foregoing, (i) amounts received by shall be applied in the Administrative Agent, such interest numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentapplied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England timea) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause All payments (including prepayments) to be distributed ratably to made by each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an Credit Party on account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any and other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other than amounts payable solely address as Agent may from time to the Administrative Agent, the LC Issuer, or a specific Lendertime specify in accordance with Section 9.2), including payments utilizing the ACH system, and like shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds relating (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the payment immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Officeprincipal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each case instance, on the date due, or (ii) after five (5) days’ prior notice to Borrower Representative, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise herein, if any payment hereunder shall be stated to be applied in accordance with this Agreement. If the Administrative Agent makes due on a payment to day other than a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for Business Day, such payment without deductionshall be made on the next succeeding Business Day, set off and such extension of time shall in such case be included in the computation of interest or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers)fees, then such Lender or the LC Issuer (as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall on demand therefor promptly refund such payment upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the Administrative contrary, all payments made by Credit Parties to Agent together with after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrowers under this Agreement; third, to payment of all accrued unpaid interest thereon from on the date Obligations (other than Obligations relating to any Bank Products) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of its receipt principal of such payment the Obligations applied pro rata among the Revolving Loans including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Bank Products and cash collateralization of unmatured L/C Reimbursement Obligations to the date extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. provided, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Credit Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such refund is Credit Party. In carrying out the foregoing, (i) amounts received by shall be applied in the Administrative Agent, such interest numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentapplied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. The Borrowers Except to the extent otherwise provided herein, all payments of principal, interest, Fees and each other Obligor shall make each payment required of it amounts to be made by any Borrower under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. (Londonshall be made in Dollars, England time) on the date due in Dollars immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at its Funding the Principal Office, not later than 12:00 noon Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.5., each Borrower shall, at the time of such Borrower’s making a payment under this Agreement or such any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by such Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Obligor in same day funds without deductionthe Issuing Bank, set offas the case may be, or counterclaim within one Business Day of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kindamounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the Administrative Agentnext succeeding Business Day and interest shall continue to accrue at the rate, the LC Issuerif any, or a specific Lender), and like funds relating applicable to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by any US Loan Party with respect to US Advances, US Letters of Credit and each other Obligor US Obligations shall make each payment required be made in Dollars, Euros or Sterling, as applicable, to Agent’s Applicable Account for US Obligations for the account of it under this Agreement the Lender Group and under any other Loan Document not shall be made in immediately available funds, no later than 11:00 a.m. (London, England A) Noon (Central time) on the date due specified herein, for US Obligations denominated in Dollars Dollars, and (B) Noon (London time) on the date specified herein, for US Obligations denominated in Euros or Sterling. Except as otherwise expressly provided herein, all payments by any UK Loan Party with respect to UK Advances, UK Letters of Credit and other UK Obligations shall be made in Dollars, Euros or Sterling, as applicable, to Agent’s Applicable Account for UK Obligations for the account of the Lender Group and shall be made in immediately available funds, no later than Noon (London time) on the date specified herein. Any payment received by Agent later than the applicable times indicated above with respect to the applicable Obligations shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing Borrower prior to the date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers (A) All payments to be made by Borrower or --------------------- Borrowing Subsidiary shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent for the account of the Banks at Agent's Payment Office, and each other Obligor shall make each payment required of it under this Agreement be made in U.S. dollars. Such payments shall be in immediately available in funds and under any other Loan Document not made no later than 11:00 a.m. (London, England Chicago time) on the date due in Dollars specified herein. Agent will promptly distribute to the Administrative Agent at each Bank its Funding Office, Pro Rata Share (or such other location applicable share as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt expressly provided herein) of such payment in same day like funds without deduction, set off, as received. Any payment received by Agent later than the time specified above applicable to such payment shall be deemed to have been received on the following Business Day and any applicable interest or counterclaim of any kind, the Administrative Agent fee shall promptly thereafter calculate and cause continue to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified accrue. (B) Subject to the Administrative Agent at least five (5) Business Days prior to such distributionprovisions set forth in the definition of "Interest Period" herein, like funds relating to the whenever any payment of principal, interest, fees or any other amounts (is due on a day other than amounts payable solely to a Business Day, such payment shall be made on the Administrative Agent, the LC Issuer, or a specific Lender)following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (C) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Banks that a Borrower will not make such payment in full as and when required, Agent may assume that such Borrower has made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent any Borrower has not made such payment in full to Agent, each Bank shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Bank, together with accrued interest thereon at the Federal Funds Rate for each day from the date of its receipt of such payment amount is distributed to such Bank until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not later than 11:00 a.m. (London, England timea) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause All payments (including prepayments) to be distributed ratably to made by each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an Credit Party on account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any and other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other than amounts payable solely address as Agent may from time to the Administrative Agent, the LC Issuer, or a specific Lendertime specify in accordance with Section 9.2), including payments utilizing the ACH system, and like shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds relating (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the payment immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan and which may be a Swingline Loan) to pay (i) interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Officeprincipal (including Swingline Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each case instance, on the date due, or (ii) after five (5) days’ prior notice to Borrower Representative, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be applied in accordance with this Agreement. If the Administrative Agent makes due on a payment to day other than a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for Business Day, such payment without deductionshall be made on the next succeeding Business Day, set off and such extension of time shall in such case be included in the computation of interest or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers)fees, then such Lender or the LC Issuer (as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall on demand therefor promptly refund such payment upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the Administrative contrary, all payments made by Credit Parties to Agent together with after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrowers under this Agreement; third, to payment of all accrued unpaid interest thereon from on the date Obligations (other than Obligations relating to any Bank Products) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of its receipt principal of such payment the Obligations applied pro rata among the Revolving Loans, CAPEX Loans and the Term Loans including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Bank Products and cash collateralization of unmatured L/C Reimbursement Obligations to the date such refund is extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received by shall be applied in the Administrative Agent, such interest numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentapplied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent's Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) Immediately upon any sale or disposition by a Loan Party or any of its Subsidiaries of property or assets described in clauses (a) and (f) of the definition of Permitted Dispositions or upon the receipt of any insurance proceeds with respect to any assets other than Inventory in accordance with Section 6.8(b), Borrowers shall, subject to the provisions of clause (iv) of this Section 2.4(a), remit to Agent an amount equal to 100% of the Net Cash Proceeds received by such Lender’s Pro Rata Share at each Lender’s respective Funding Office Person in connection with such sale or to an account disposition or 100% of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distributioninsurance proceeds, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be, for application by Agent, first, to the principal installments of the Term Loan A in the inverse order of maturity, second, to the principal installments of the Term Loan B in the inverse order of maturity and, third, to the principal of the Advances. (iv) Upon delivery of a certificate of an Authorized Person of Borrowers to the Agent stating that all proceeds that, in the absence of this paragraph (iv), would otherwise be required to be applied to the Term Loans and the Advances as provided in clause (iii) of this Section 2.4(a) (such proceeds, the "Sale/Casualty Proceeds") shall on demand therefor promptly refund be used to replace, repair or otherwise restore the Collateral subject to a sale, disposition, casualty, loss or condemnation and identifying whether such payment Sale/Casualty Proceeds shall be deposited in a Cash Collateral Account pursuant to subparagraph (A) below or used to repay the Administrative Advances pursuant to subparagraph (B) below and in the absence of a continuing Default or Event of Default, the Borrowers may direct Agent together to either: A. deposit all such Sale/Casualty Proceeds into a Cash Collateral Account, in which case all such Sale/Casualty Proceeds when so deposited (w) shall constitute Collateral for the Obligations then outstanding, (x) may be withdrawn by the Borrowers solely to replace, repair or restore any Collateral sold or otherwise disposed of, or the subject of casualty, loss or condemnation with accrued interest thereon from other Collateral of the same type that is useful in the business of the Borrowers, provided that (1) such withdrawal must be made and such Collateral replaced, repaired or restored within 90 days after the date of its receipt the applicable sale, disposition, loss, casualty or condemnation, (2) the amount withdrawn may not exceed the amount of Sale/Casualty Proceeds deposited in connection with any such any sale, disposition, loss, casualty or condemnation, and (3) no Default or Event of Default shall have occurred and be continuing at the time of such payment withdrawal, and (y) upon the occurrence and during the continuance of a Default or an Event of Default or after such 90 day period shall have expired, shall be applied by Agent to the Obligations in accordance with clause (iii) of this Section 2.4(b), or B. apply all such Sale/Casualty Proceeds to repay the Advances, the proceeds of which were used to purchase Equipment of the same type within 90 days prior to the date such refund is received by of the Administrative Agentapplicable sale or other disposition of the Equipment replaced thereby. Notwithstanding anything to the contrary contained in this clause (iv), such interest the maximum amount that may be deposited in the Cash Collateral Account pursuant to subparagraph (A) above together with the maximum amount of proceeds that may be based on applied to the rate determined by Advances pursuant to subparagraph (B) above may not exceed $250,000 in the Administrative Agent as its cost of funding for such paymentaggregate at any time.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, (x) all payments by Borrowers relating to the Term Loan or Protective Advances (including, in each case, interests therein) or fees and expenses owing to Agent or any Term Loan Lender shall be made to Agent’s Account xxxxx (y) all payments by Borrowers relating to Revolving Loans (including interests therein) or fees and expenses owing to Revolving Agent or any Revolving Lender shall be made to Revolving Agent’s Account, as applicable, for the account of the Lender Group andand, in each other Obligor case, shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (Londonas defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent or Revolving Agent, England timeas applicable, on any Business Day unless immediately available funds have been credited to Agent’s Account or Revolving Agent’s Account, as applicable, prior to 1:30 p.m. on such Business Day. Any payment received by Agent or Revolving Agent, as applicable, in immediately available funds in Agent’s Account or Revolving Agent’s Account, as applicable, later than 1:30 p.m. may be deemed to have been received (unless Agent or Revolving Agent, as applicable, in its sole discretion, elects to credit it on the date received) on the date due in Dollars following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent or Revolving Agent, as applicable, receives written notice from Borrowers prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent or Revolving Agent, as applicable, may assume that Borrowers have made (or will make) such payment in full to Agent or Revolving Agent, as applicable, on such date in immediately available funds without deductionand Agent or Revolving Agent, set offas applicable, or counterclaim of any kindmay (but shall not be so required), the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably in reliance upon such assumption, distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior or Revolving Agent, as applicable, on the date when due, each Lender severally shall repay to Agent or Revolving Agent, as applicable, on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of the Lenders or Agent, as the case may be, at Agent's address set forth in Section 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (London, England Boston time) on the date specified herein. Any payment received by Agent later than 2:00 p.m. (Boston time), at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due in Dollars to the Administrative Agent at its Funding Officeon a day other than a Business Day, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, shall be made on the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) following Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender)Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Reference Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. All payments by Borrowers shall be made to Agent for the account of the Issuing Bank, Lenders or Agent, as the case may be, at Agent’s address set forth in Section 12, and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds. All payments shall be made no later than 11:00 a.m. 1:00 p.m. (London, England Boston time) on the date due in Dollars to the Administrative Agent at its Funding Officespecified herein (except for reimbursement of drawings, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent which shall promptly thereafter calculate and cause to be distributed ratably to each Lender made in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank the time periods set forth in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the Section 2.2). Any payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment reimbursement of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied a drawing made in accordance with this Agreement. If Section 2.2) that is received by Agent later than 1:00 p.m. (Boston time), at the Administrative Agent makes option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a payment to day other than a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for Business Day, such payment without deductionshall be made on the following Business Day, set off and such extension of time shall in such case be included in the computation of interest or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers)fees, then such Lender or the LC Issuer (as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Issuing Bank, Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Reference Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:00 p.m. (New York City time) on the date specified herein. Any payment received by Agent later than 1:00 p.m. (New York City time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Borrowers absolutely and unconditionally promise to pay, when due and payable pursuant hereto, principal, interest and all other amounts and Obligations payable hereunder and under any other Loan Document, and each other Obligor shall make each payment required of it under this Agreement Loan Party absolutely and unconditionally promises to pay, when due and payable pursuant hereto, all amounts and other Obligations payable hereunder and under any other Loan Document not later than 11:00 a.m. (London, England time) on the date due in Dollars to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Officeby them, in each case without any right of rescission and without any deduction whatsoever, including any deduction for set-off, recoupment or counterclaim, notwithstanding any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any property or improvements. (ii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be applied so required), in accordance with this Agreementreliance upon such assumption, distribute to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason extent Borrowers do not in actual receipt of same day funds for make such payment without deductionin full to Agent on the date when due, set off or counterclaim (it being understood that the Administrative each applicable Lender severally shall repay to Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent's Account for the account of the Lender Group and each other Obligor shall make each payment required of it under this Agreement and under any other Loan Document not be made in immediately available funds, no later than 11:00 a.m. (London, England California time) on the date due in Dollars specified herein. Any payment received by Agent later than 11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Administrative Borrower prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) In the event the aggregate principal amount of its the Advances outstanding on any day exceeds the maximum amount of indebtedness permitted to be incurred pursuant to clause (b) of the definition of "Permitted Indebtedness" under the ClimaChem Indenture, Borrowers will immediately prepay the outstanding principal amount of the Advances, to the full extent of any such excess. (iv) Upon receipt of any disbursements or dividends described in Section 6.16, the Borrowers shall immediately prepay the outstanding principal amount of the Advances in the amount of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentdistribution or dividend.

Payments by Borrowers. The Borrowers (i) Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Agent’s Applicable Account for the account of the Lender Group and shall be made in immediately available funds in the applicable currency, no later than (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each other Obligor case, on the date specified herein. Any payment received by Agent later than (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, shall make each payment required be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Without limiting the generality of it the foregoing, Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Euros, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Euro payment amount. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to Lenders that Borrowers will not make such payment in full as and under any other Loan Document when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not later than 11:00 a.m. (Londonbe so required), England time) in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date due in Dollars to the Administrative Agent at its Funding Officewhen due, or such other location as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with severally shall repay to Agent on demand such amount distributed to such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified to the Administrative Agent at least five (5) Business Days prior to such distribution, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative repaid. (iii) All repayments, prepayments or reimbursements with respect to US Advances, US Letters of Credit and other US Obligations shall be made to Agent’s Applicable Account for US Obligations and all repayments, such interest prepayments or reimbursements with respect to Foreign Advances, Foreign Letters of Credit and other Foreign Obligations shall be based on the rate determined by the Administrative Agent as its cost of funding made to Agent’s Applicable Account for such paymentForeign Obligations.

Payments by Borrowers. The (a All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to the Agent for the account of the Lenders at the Agent's Payment Office, and each other Obligor shall make each payment required of it under this Agreement be made in dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (London, England Chicago time) on the date due in Dollars specified herein. The Agent will promptly distribute to the Administrative Agent at each Lender its Funding Office, Pro Rata Share (or such other location applicable share as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt expressly provided herein) of such payment in same day like funds without deduction, set off, as received. Any payment received by the Agent later than 1:00 p.m. (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or counterclaim of any kind, the Administrative Agent fee shall promptly thereafter calculate and cause continue to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified accrue. (b Subject to the Administrative Agent at least five (5) Business Days prior to such distributionprovisions set forth in the definition of "Interest Period" herein, like funds relating to the whenever any payment of principal, interest, fees or any other amounts (is due on a day other than amounts payable solely to a Business Day, such payment shall be made on the Administrative Agent, the LC Issuer, or a specific Lender)following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) . (c Unless the Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, the Agent may assume that Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to the Agent, each Lender shall repay to the Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Lender, together with accrued interest thereon at the Federal Funds Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The (i) Except as otherwise expressly provided herein, all payments made or remitted by Borrowers and each other Obligor shall make each payment required of it under this Agreement and under any or the other Loan Document not Documents shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. 2:00 p.m. on the date specified herein. Any payment received by Agent later than 2:00 p.m. shall be deemed to have been received (Londonunless Agent, England timeat the direction of the Required Lenders in their sole discretion, elects to credit it on the date received) on the date following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Without limiting the generality of the foregoing, Agent may require that any payments due under this Agreement be made in Dollars the United States. (ii) Unless Agent receives notice from Borrowers prior to the Administrative Agent at its Funding Office, or such other location as the Administrative Agent may designate in writing date on which any payment is due to the Lenders that Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt of will not make such payment in same day full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds without deductionand Agent may (but shall not be so required), set offin reliance upon such assumption, or counterclaim of any kind, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably distribute to each Lender in accordance with on such due date an amount equal to the amount then due such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified . If and to the Administrative extent Borrowers do not make such payment in full to Agent at least five (5) Business Days prior on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such distributionLender, like funds relating to the payment of principal, interest, fees or any other amounts (other than amounts payable solely to the Administrative Agent, the LC Issuer, or a specific Lender), and like funds relating to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon at the Defaulting Lender Rate for each day from the date of its receipt of such payment amount is distributed to such Lender until the date repaid; provided that such refund is received interest shall be an obligation of the Borrowers and shall be payable by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentBorrowers upon demand.

Payments by Borrowers. The (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to the Agent for the account of the Banks at the Agent's Payment Office, and each other Obligor shall make each payment required of it under this Agreement be made in dollars and under any other Loan Document not in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (London, England Chicago time) on the date due in Dollars specified herein. The Agent will promptly distribute to the Administrative Agent at each Bank its Funding Office, Pro Rata Share (or such other location applicable share as the Administrative Agent may designate in writing to the Borrowers or such Obligor in same day funds without deduction, set off, or counterclaim of any kind. Upon its actual receipt expressly provided herein) of such payment in same day like funds without deduction, set off, as received. Any payment received by the Agent later than 1:00 p.m. (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or counterclaim of any kind, the Administrative Agent fee shall promptly thereafter calculate and cause continue to be distributed ratably to each Lender in accordance with such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender at a bank in New York City as notified accrue. (b) Subject to the Administrative Agent at least five (5) Business Days prior to such distributionprovisions set forth in the definition of "Interest Period" herein, like funds relating to the whenever any payment of principal, interest, fees or any other amounts (is due on a day other than amounts payable solely to a Business Day, such payment shall be made on the Administrative Agent, the LC Issuer, or a specific Lender)following Business Day, and like funds relating to such extension of time shall in such case be included in the payment computation of interestinterest or fees, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be. (c) Unless the Agent receives notice from Borrowers prior to the date on which any payment is due to the Banks that Borrowers will not make such payment in full as and when required, the Agent may assume that Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent Borrowers have not made such payment in full to the Agent, each Bank shall repay to the Agent on demand therefor promptly refund such payment amount distributed to the Administrative Agent such Bank, together with accrued interest thereon at the Federal Funds Rate for each day from the date of its receipt of such payment amount is distributed to such Bank until the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentrepaid.

Payments by Borrowers. The Borrowers Except to the extent otherwise provided herein, all payments of principal, interest, Fees and each other Obligor shall make each payment required of it amounts to be made by any Borrower under this Agreement and under Agreement, the Notes or any other Loan Document not later than 11:00 a.m. shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (Londonexcluding Taxes required to be withheld pursuant to Section 3.10.), England time) on the date due in Dollars to the Administrative Agent at its Funding the Principal Office, not later than 12:00 noon Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.5., each Borrower shall, at the time of such Borrower’s making a payment under this Agreement or such any other location as Loan Document, specify to the Administrative Agent may designate the amounts payable by such Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in writing accordance with the wiring instructions provided by such Lender to the Borrowers Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Obligor in same day funds without deductionthe Issuing Bank, set offas the case may be, or counterclaim within one Business Day of any kind. Upon its actual receipt of such payment in same day funds without deduction, set off, or counterclaim of any kindamounts, the Administrative Agent shall promptly thereafter calculate and cause to be distributed ratably to each Lender in accordance with pay interest on such Lender’s Pro Rata Share at each Lender’s respective Funding Office or to an account of such Lender amount until paid at a bank in New York City as notified rate per annum equal to the Administrative Agent at least five (5) Business Days prior Federal Funds Rate from time to such distribution, like funds relating to time in effect. If the due date of any payment of principal, interest, fees under this Agreement or any other amounts (other than amounts payable solely Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the Administrative Agentnext succeeding Business Day and interest shall continue to accrue at the rate, the LC Issuerif any, or a specific Lender), and like funds relating applicable to the payment of interest, fees or any other amounts payable to the LC Issuer for its account at its Funding Office, in each case to be applied in accordance with this Agreement. If the Administrative Agent makes a payment to a Lender or the LC Issuer in circumstances where the Administrative Agent was for any reason not in actual receipt of same day funds for such payment without deduction, set off or counterclaim (it being understood that for the Administrative Agent shall have no obligation to make such a payment unless and until it actually receives such funds from the Borrowers), then such Lender or the LC Issuer (as the case may be) shall on demand therefor promptly refund such payment to the Administrative Agent together with accrued interest thereon from the date of its receipt period of such payment to the date such refund is received by the Administrative Agent, such interest to be based on the rate determined by the Administrative Agent as its cost of funding for such paymentextension.