Common use of Payments by the Borrower Clause in Contracts

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the 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. (b) Subject to the provisions 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 due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , Banks at the account designated by the Agent Agent’s Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 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 accrueaccrue to such Business Day. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower or any other Loan Party under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set-off, recoupment off or counterclaim, to the Administrative Agent at its Principal Office, not later than 2:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Except as otherwise expressly provided hereinSubject to Section 11.4, all payments the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower shall hereunder to which such payment is to be made to applied. Each payment received by the Administrative Agent for the account of the Lenders , at the account designated by the Agent and a Lender under this Agreement or any other Loan Document shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received paid to such Lender by the 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. (b) Subject to the provisions set forth in the definition wire transfer of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and in accordance with the Agent may (but shall not be so required), in reliance upon wiring instructions provided by such assumption, distribute to each Lender on such due date an amount equal to the amount then due Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. If and the Administrative Agent fails to the extent the Borrower has not made pay such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed amounts to such Lender, together with within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest thereon on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for each day from the date period of such amount is distributed to such Lender until the date repaidextension.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the ratable account of the Lenders , at the account designated by the Agent and shall be made Administrative Agent's Payment Office, in Dollars dollars and in immediately available funds, no not later than 11:00 a.m. (12:00 noon New York time) City time on the date specified herein; provided, however, that unless otherwise specified herein, each payment in respect of a Bid Loan shall be made directly to the relevant Lender to the Lending Office of such Lender. The Administrative Agent will promptly after receiving any payment of principal, interest, fees and other amounts from the Borrower distribute to each Lender its Percentage Share (or other applicable share as expressly provided herein) of such payment for the account of its respective Lending Office. Any payment which is received by the Administrative Agent later than 11:00 a.m. after 12:00 noon (New York City time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueDay. (b) Subject to the provisions set forth Whenever any payment of a Committed Loan (and unless otherwise stated in the definition of “Interest Period” hereinrelevant Competitive Bid Request, whenever any payment is a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or and fees, as the case may be; provided, however, that if such extension would cause any payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent receives shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the 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, distribute 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 the Borrower has shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Agent Administrative Agent, on demand such demand, the excess of the amount distributed to such LenderLender over the amount, if any, paid by the Borrower, together with interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for each day from the date such amount is distributed to such Lender until to the date repaidsuch Lender repays such amount to the Administrative Agent.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , Banks at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 10:30 a.m. (New York San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 10:30 a.m. (New York San Francisco 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's address set forth in Section 15.8, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York Chicago time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 1:00 p.m. (New York Chicago 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments The Borrower shall make each payment required to be made by the Borrower shall be made without set-offit hereunder (whether of principal, recoupment interest or counterclaim. Except as otherwise expressly provided hereinfees or reimbursement of LC Disbursements, all payments by the Borrower shall be made or under Section 2.7, 2.9 or 2.10, or otherwise) or under any other Loan Document (except to the Agent for extent otherwise provided therein) prior to 1:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the account of the Lenders date when due, at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the date specified hereinBorrower is to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 1.5 or paid by the Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any payment amounts received by after such time on any date may, in the Agent later than 11:00 a.m. (New York time) shall discretion of the Administrative Agent, be deemed to have been received on the following next succeeding Business Day and any applicable for purposes of calculating interest or fee thereon. All such payments shall continue to accrue. (b) Subject be wired to the provisions set forth Administrative Agent at the Contact Office, ABA 000-000-000 for the Administrative Agent’s Account No. 00-000-000, Ref: Macerich Partnership, except as otherwise expressly provided in the definition relevant Loan Document, and except payments to be made directly to the Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.7, 2.9, 2.10 and 11.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of “Interest Period” herein, whenever any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day other than that is not a Business Day, such the date for payment shall be due on extended to the following next succeeding Business DayDay and, and such extension of time shall in such case be included in the computation case of interest or fees, as the case may be. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to accruing interest, interest thereon shall be payable for the Lenders that the Borrower will not make period of such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may extension. All payments hereunder or under any other Loan Document (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 except to the extent the Borrower has not otherwise provided therein) shall be made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidDollars.

Payments by the Borrower. (a) All Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without set-offsetoff, recoupment deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central 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). Except as otherwise expressly provided hereinSubject to Section 10.5, all payments the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower shall hereunder to which such payment is to be made to 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 accordance with the Lenders wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified hereinapplicable Lending Office of such Lender. Any Each payment received by the Administrative Agent later than 11:00 a.m. (New York time) for the account of an Issuing Bank under this Agreement shall be deemed paid to have been received on such Issuing Bank by wire transfer of immediately available funds in accordance with the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject wiring instructions provided by such Issuing Bank to the provisions set forth in Administrative Agent from time to time, for the definition account of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be due on Issuing Bank. In the following Business Day, and event the Administrative Agent fails to pay such extension of time shall in amounts to such case be included in the computation of interest Lender or feessuch Issuing Bank, as the case may be. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make , within one Business Day of receipt of such payment in full as and when requiredamounts, the Administrative Agent may assume that the Borrower has made such payment in full to the Agent shall pay interest 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 until paid at a rate per annum equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day from which is not a Business Day such date shall be extended to the date such amount is distributed next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such Lender until payment for the date repaidperiod of such extension.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent’s address set forth in Section 15.8, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York, New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 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) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrower shall be made to the Administrative Agent for the ratable account of the Lenders , relevant Banks at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York Dallas, Texas time) on the date specified herein. The Administrative Agent will promptly distribute to each relevant Bank its share, if any, of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 12:00 noon (New York Dallas, Texas time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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 the term of "Interest Period" herein. (c) Unless the Administrative Agent receives shall have received notice from the Borrower Borrower, prior to the date on which any payment is due to the Lenders Banks hereunder, that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent as required hereunder on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender relevant Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has shall not have made such payment in full to the Administrative Agent, each Lender relevant Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidsuch Bank repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York Chicago time) on the date specified herein. Except as otherwise expressly provided herein, the Administrative Agent will promptly distribute, in like funds as received, to each Lender its Percentage of any portion of such payment. Any payment received by the Administrative Agent later than 11:00 a.m. 1:00 p.m. (New York Chicago 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 Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following Business Day (unless such following Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the preceding 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon until the date repaid (i) at the Federal Funds Rate for each day from period commencing on the date such amount is distributed to such Lender until and ending two days after demand by the date repaidAdministrative Agent for such amount and (ii) at the Base Rate plus 2.00% thereafter.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided specified herein, all payments by the Borrower shall be made to the Agent for the account of the applicable Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, Agent’s Payment Office no later than 11:00 a.m. (New York Eastern time) on the date specified herein. All such payments shall be made in funds immediately available to the Agent and in Dollars. The Agent will promptly distribute to each applicable Lender its applicable share of such payment which, except as otherwise expressly provided herein, shall be based upon such Lender’s Percentage of the Loans in respect of which such payment has been made. Any payment received by the Agent later than 11:00 a.m. 1:00 p.m. (New York Eastern 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives shall have received notice from the Borrower prior to the date on time at which any payment is due to the Agent for the account of the Lenders or the Issuer hereunder that the Borrower will not make such payment in full as and when requiredpayment, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds accordance herewith and the Agent may (but shall not be so required)may, in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the applicable Lenders or the Issuer, as the case may be, the amount then due due. In such Lender. If and to the extent event, if the Borrower has not in fact made such payment in full payment, then each of the applicable Lenders or the Issuer, as the case may be, severally agrees to the Agent, each Lender shall repay to the Agent forthwith on demand such the amount so distributed to such LenderLender or the Issuer, together in immediately available funds with interest thereon at the Federal Funds Rate thereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date repaidof payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as Unless otherwise expressly provided hereinin a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by its designee) to the Agent for the pro rata account of the Lenders Protected Parties entitled to receive such payment or, at the account designated by direction of the Agent and Agent, directly to such Protected Parties. All payments shall be made without setoff, deduction (except for Taxes which are expressly addressed in Dollars and in immediately available funds, no Section 3.01) or counterclaim not later than 11:00 a.m. (A.M. New York time) City time on the date specified herein. Any due in Dollars in same day or immediately available funds to such account or accounts (if payment received by is to be made directly to the Protected Parties) as the Agent later than 11:00 a.m. (New York time) shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Agent or a Protected Party, as the case may be, on the following next succeeding Business Day and any applicable interest or fee Day. In the event that a payment is made to Agent for the pro rata account of the Protected Parties entitled to such payment, the Agent shall continue promptly remit in same day funds to accrue. (b) Subject to each Protected Party its share, if any, of such payments received by the provisions set forth in Agent for the definition account of “Interest Period” herein, whenever such Protected Party. Whenever any payment is due to be made hereunder or under any Loan, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day and interest at the Applicable Rate shall accrue on such amount from the first day of such Interest Period to the last day of such Interest Period (regardless whether such last day is not a Business Day); provided, and that such extension of time next succeeding Business Day shall not be included in such case Interest Period but shall be included in the computation of interest or fees, as the case may benext succeeding Interest Period. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent (for the ratable account of the Lenders , Persons entitled thereto) at the account designated by address for payment specified in the signature page hereof in relation to the Agent (or such other address as the Agent may from time to time specify in accordance with Section 9.2), and shall be made in Dollars the currency specified in Section 1.15 and in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (New York time) on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. 2:00 p.m. (New York time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. 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. The Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan denominated in Dollars and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), agent fees, Unused Facility Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day, and such extension of time shall in such case be included excluded in the computation of interest or feesfees for the month then ended, as the case may be, and shall be payable in the subsequent month. (c) Unless During the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when requiredcontinuance of an Event of Default, the Agent may assume that may, and shall upon the direction of Required Lenders, apply any and all payments in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrower has made such under this Agreement; third, to payment in full of all accrued unpaid interest on the Obligations and fees owed 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.Lenders;

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as Unless otherwise expressly provided hereinin a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by their designee) to the Agent for the pro rata account of the Lenders Protected Parties entitled to receive such payment or, at the account designated by direction of the Agent and Agent, directly to such Protected Parties. All payments shall be made without setoff, deduction (except for Taxes which are expressly addressed in Dollars and in immediately available funds, no Section 3.01) or counterclaim not later than 11:00 a.m. (12:00 P.M. New York time) City time on the date specified herein. Any due in Dollars in same day or immediately available funds to such account or accounts (if payment received by is to be made directly to the Protected Parties) as the Agent later than 11:00 a.m. (New York time) shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Agent or a Protected Party, as the case may be, on the following next succeeding Business Day and any applicable interest or fee Day. In the event that a payment is made to Agent for the pro rata account of the Protected Parties entitled to such payment, the Agent shall continue promptly remit in same day funds to accrue. (b) Subject to each Protected Party its share, if any, of such payments received by the provisions set forth in Agent for the definition account of “Interest Period” herein, whenever such Protected Party. Whenever any payment is due to be made hereunder or under any Loan, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be due made, and the last day of such Interest Period shall occur, on the following next succeeding Business Day and interest at the Applicable Rate shall accrue on such amount from the original due date to such next Business Day; provided, and that if such extension would cause the last day of time shall such Interest Period to occur in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when requireda new calendar month, the Agent may assume that last day of such Interest Period shall occur on the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidnext preceding Business Day.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the ratable account of the Lenders , in accordance with subsection 1.10(c) at the account designated by address for payment specified in the signature page hereof in relation to the Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. (New York Chicago time) on the date specified hereindue; provided, that any payments made by the Borrower to the Swing Line Lender in respect of Swing Line Loans (other than in accordance with subsection 1.8(g)), shall be paid directly to Swing Line Lender. Any payment which is received by the Agent later than 11:00 a.m. (New York Chicago time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, principal, Agent fees, Commitment Fees and Letter of Credit Participation Fees, in each instance, on the date due and, with respect to Swing Line Loans, in accordance with subsection 1.8(g), or (ii) after five (5) days’ prior notice to Borrower, other fees, costs or expenses payable by Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless All amounts collected or received by the Agent receives notice from after the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied, as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by Borrower under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrower under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent and the Lenders (including, without limitation, regularly scheduled periodic payments under any Rate Contract between Borrower and a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery thereof) required hereunder); fourth, to payment of principal of the Obligations (including any termination payment under any Rate Contract between the Borrower and a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery thereof) required hereunder and, if an Event of Default has occurred and is continuing, cash collateralization of Letter of Credit Participation Liability); 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 shall be applied in the numerical order provided until exhausted prior to the date on which any payment is due application to the next succeeding category; (ii) each of the Lenders that the Borrower will not make such or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has 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 receive an amount equal to its pro rata share (based on the amount then due such Lender. If Commitment Percentages of the Lenders, as applicable) of amounts available to be applied pursuant to clauses second, third, fourth and fifth above; and (iii) to the extent that the Borrower has Revolving Loan Commitments shall not made have been terminated either before or after such payment in full application of any amounts applied to the AgentRevolving Loans pursuant to this subsection 1.10(c), any such amounts applied to the Revolving Loans shall act as a permanent reduction of the Revolving Loans, whereupon the Revolving Loan Commitment of each Lender shall repay to the Agent on demand such automatically and permanently be reduced by an amount distributed equal to such Lender’s ratable share of the aggregate of principal repaid, together with interest thereon at the Federal Funds Rate for each day from effective as of the date that such amount application is distributed to such Lender until the date repaidmade.

Payments by the Borrower. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (aother than fees payable directly to the L/C Issuers) All payments shall be paid not later than 2:00 P.M. on the date when due, in Federal or other funds immediately available to be made by the Borrower Administrative Agent at the Administrative Agent’s Office. Each such payment shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments setoff and irrespective of any claim or defense to payment which might in the absence of this provision be asserted by the Borrower shall be made to or any Affiliate against the Administrative Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified hereinor any Lender. Any payment Payments received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Subject . The Borrower shall, at the time it makes any payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.12, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in directs the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from to debit any account maintained by the Borrower prior with the Administrative Agent to the date on which pay when due any payment is due amounts required to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full be paid from time 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. (a) All Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set-off, recoupment off or counterclaim, to the Administrative Agent at its Principal Office, not later than 2:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Except as otherwise expressly provided hereinSubject to Section 10.5., all payments the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower shall hereunder to which such payment is to be made to applied. Each payment received by the Administrative Agent for the account of the Lenders , at the account designated by the Agent and a Lender under this Agreement or any other Loan Document shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received paid to such Lender by the 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. (b) Subject to the provisions set forth in the definition wire transfer of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and in accordance with the Agent may (but shall not be so required), in reliance upon wiring instructions provided by such assumption, distribute to each Lender on such due date an amount equal to the amount then due Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. If and the Administrative Agent fails to the extent the Borrower has not made pay such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed amounts to such Lender, together with within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest thereon on such amount at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for each day from the date period of such amount is distributed to such Lender until the date repaidextension.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , Banks at the account designated by the Agent Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in Dollars the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in immediately available fundsthe case of Offshore Currency payments, no later than such time on the dates specified herein as may be determined by the Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (ii) in the case of any Dollar payments, no later than 11:00 a.m. (New York San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 11:00 a.m. (New York San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as Unless otherwise expressly provided hereinin a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by its designee) to the Agent for the pro rata account of the Lenders Protected Parties entitled to receive such payment or, at the account designated by direction of the Agent and Agent, directly to such Protected Parties. All payments shall be made without setoff, deduction (except for Taxes which are expressly addressed in Dollars and in immediately available funds, no Section 3.01) or counterclaim not later than 11:00 a.m. (A.M. New York time) City time on the date specified herein. Any due in Dollars in same day or immediately available funds to such account or accounts (if payment received by is to be made directly to the Protected Parties) as the Agent later than 11:00 a.m. (New York time) shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Agent or a Protected Party, as the case may be, on the following next succeeding Business Day and any applicable interest or fee Day. In the event that a payment is made to Agent for the pro rata account of the Protected Parties entitled to such payment, the Agent shall continue promptly remit in same day funds to accrue. (b) Subject to each Protected Party its share, if any, of such payments received by the provisions set forth in Agent for the definition account of “Interest Period” herein, whenever such Protected Party. Whenever any payment is due to be made hereunder or under any Loan, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be due made, and the last day of such Interest Period shall occur, on the following next succeeding Business Day and interest at the Applicable Rate or the Alternative Rate, as applicable, shall accrue on such amount from the original due date to such next Business Day; provided, and that if such extension would cause the last day of time shall such Interest Period to occur in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when requireda new calendar month, the Agent may assume that last day of such Interest Period shall occur on the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidnext preceding Business Day.

Payments by the Borrower. (a) All payments to be made by the Borrower hereunder and the other Loan Documents to which it is a party shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all such payments shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in immediately available funds not later than 12:00 noon (New York City time) on the date specified herein. All amounts received by the Administrative Agent after such time 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 each Lender its ratable share of such payment in like funds as received by wire transfer to such 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); provided, that the provisions of this sentence shall not be construed to apply to any payment made pursuant to Section 2.23, or obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. If any payment to be made by the Borrower 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 Maturity Date, payment shall be made on the immediately preceding Business Day. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and hereunder or under any other Loan Document shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the 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 accrueDollars. (b) Subject to the provisions 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 due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York Chicago time) on the date specified herein. Except as otherwise expressly provided herein, the Administrative Agent will promptly distribute, in like funds as received, to each Lender its Percentage of any portion of such payment. Any payment received by the Administrative Agent later than 11:00 a.m. 1:00 p.m. (New York Chicago 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 Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following Business Day (unless such following Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the preceding 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon until the date repaid (i) at the Federal Funds Rate for each day from period commencing on the date such amount is distributed to such Lender until and ending two days after demand by the date repaidAdministrative Agent for such amount and (ii) at the Base Rate plus 2.00% thereafter.

Payments by the Borrower. (a) All payments to be made by the Borrower hereunder shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent's Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share (based on its Percentage) (or other applicable share as expressly provided herein) of such payment in like funds as received. The Borrower shall have no responsibility or liability for the Administrative Agent's failure or delay in making any distribution pursuant to the immediately preceding sentence. Any payment received by the Administrative Agent later than 11:00 a.m. 1:00 p.m. (New York Chicago 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Effective Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (aother than fees payable directly to the L/C Issuers) All payments to be made by the Borrower shall be made without set-offpaid not later than 2:00 P.M. on the date when due, recoupment in Federal or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made other funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Borrower. Each such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against the any Agent or any Lender. All prepayments and repayments of Loans made pursuant to this Section 2.14(a) shall be made in Dollars and the Approved Currency in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified hereinwhich such Loan is denominated. Any payment Payments received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day Day, and any applicable interest or fee shall continue to accrue. . Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of paragraph (bd) Subject below or required to be applied in accordance with Section 2.09(b)(vi), the Borrower shall, at the time it makes any payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to paragraph (d) below, to Section 2.08, to Section 2.09(b)(vi) and to Section 2.12 , distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem reasonably appropriate). The Administrative Agent may in its sole discretion, distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, and interest thereon shall be payable for such extension of time shall in such case be included in the computation of interest or feesextended time. Other than with respect to Foreign Currency Swing Line Loans, as the case may be. (c) Unless the Agent receives notice from the Borrower prior hereby authorizes and directs the Administrative Agent to the date on which debit any payment is due to the Lenders that account maintained by the Borrower will not make such payment in full as and with the Administrative Agent to pay when required, the Agent may assume that the Borrower has made such payment in full due any amounts required 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 paid from time to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided hereinherein and except with respect to payments of principal of and interest on Alternative Currency Loans, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , Banks at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal of and interest on Alternative Currency Loans shall be made to the Administrative Agent, for the account of the respective Banks to which such payment is owed, at the Administrative Agent’s Payment Office in such Alternative Currency and in immediately available funds not later than 1:00 p.m., New York City time, on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. 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. (b) Subject to the provisions 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 due on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate or, with respect to Alternative Currency Loans, the Overnight Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, except as set forth in Article X, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Applicable Agent (for the ratable account of the Lenders , Persons entitled thereto) at the account designated by address for payment specified in the signature page hereof in relation to such Applicable Agent (or such other address as such Applicable 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 fundsfunds (which shall be the exclusive means of payment hereunder), no later than 11:00 a.m. (New York time) 1:00 p.m. on the date specified hereindue. Any payment which is received by the an Agent later than 11:00 a.m. (New York time) shall 1:00 p.m. may in such Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The 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; provided that such payments and proceeds are applied in accordance with Section 1.10(c). The Borrower hereby authorizes the Revolver Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents, which notice, if requested by the Borrower, shall include a reasonably detailed statement of such amounts (subject to attorney-client or similar privilege); provided, that nothing in this Section 1.10(a) shall be deemed to limit or impair Borrower’s right to dispute in good faith any Credit Party’s obligation to pay costs or expenses pursuant to this Agreement or the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless During the continuance of a Trigger Event of Default, Administrative Agent receives notice from shall, upon the direction of Required Revolving Lenders, apply any and all payments received by Administrative Agent in respect of any Obligation and all proceeds received by the Administrative Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuation of a Trigger Event of Default in accordance with clauses first through tenth below. Notwithstanding any provision herein to the contrary, all proceeds of Collateral and all amounts collected or received by Administrative Agent, including all payments made by Credit Parties to Administrative Agent, after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of the Agents payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of the Revolving Lenders in respect of the Revolving Credit Facility payable or reimbursable by the Borrower prior under this Agreement; third, to payment of all accrued unpaid interest on the Revolving Loans and Swing Line Loan and fees owed to the date on which Revolver Agent, Revolving Lenders and L/C Issuers; fourth, to payment of principal of the Revolving Loans and Swing Loans and L/C Reimbursement Obligations then due and payable until paid in full, and to any payment is due Obligations under any Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the Lenders that the Borrower will extent not make such payment then due and payable in full as and when required, the Agent may assume that the Borrower has 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 105% of such obligations; fifth, to the amount payment of all other Revolving Credit Obligations owing to the Revolving Lenders then due such Lender. If and payable; sixth, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrower under this Agreement; seventh, to payment of all accrued unpaid interest on the Term Loans and fees owed to the Administrative Agent and the Term Lenders; eighth, to payment of principal of the Term Loans then due and payable and to any Obligations under any Secured Rate Contract; ninth, to all other Obligations owing to the extent Term Lenders then due and payable; and tenth, any remainder shall be for the Borrower has not made account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied to each category in numerical order until amounts in such payment category have been paid in full in cash prior to the Agent, each Lender shall repay application to the next succeeding category, (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 applied pursuant to clauses third, fourth and fifth and seventh, eighth and ninth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Rate Contract Obligations of such Guarantor. While any Trigger Event of Default is continuing, any payments or prepayments received by the Revolver Agent on demand such amount distributed shall be promptly paid over to such Lender, together with interest thereon at the Federal Funds Rate Administrative Agent for each day from the date such amount is distributed to such Lender until the date repaidapplication under this paragraph (c).

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided specified herein, all payments by the Borrower shall be made to the Agent for the account of the applicable Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, Agent’s Payment Office no later than 11:00 a.m. (New York Eastern time) on the date specified herein. All such payments shall be made in funds immediately available to the Agent and in Dollars. The Agent will promptly distribute to each applicable Lender its applicable share of such payment which, except as otherwise expressly provided herein, shall be based upon such Lender’s Percentage of the Loans in respect of which such payment has been made. Any payment received by the Agent later than 11:00 a.m. 1:00 p.m. (New York Eastern 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 is due on a day other than a Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives shall have received notice from the Borrower prior to the date on time at which any payment is due to the Agent for the account of the Lenders or any Issuer hereunder that the Borrower will not make such payment in full as and when requiredpayment, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds accordance herewith and the Agent may (but shall not be so required)may, in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the applicable Lenders or the applicable Issuer, as the case may be, the amount then due due. In such Lender. If and to the extent event, if the Borrower has not in fact made such payment in full payment, then each of the applicable Lenders or the applicable Issuer, as the case may be, severally agrees to the Agent, each Lender shall repay to the Agent forthwith on demand such the amount so distributed to such LenderLender or such Issuer, together in immediately available funds with interest thereon at the Federal Funds Rate thereon, for each day from and including the date such amount is distributed to such Lender until it to but excluding the date repaidof payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaim. Except set-off and shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrower shall be made to the Administrative Agent for the ratable account of the Lenders , relevant Banks at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York Dallas, Texas time) on the date specified herein. The Administrative Agent will promptly distribute to each relevant Bank its share, if any, of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 12:00 noon (New York Dallas, Texas time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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 the term of "Interest Period" herein. (c) Unless the Administrative Agent receives shall have received notice from the Borrower Borrower, prior to the date on which any payment is due to the Lenders Banks hereunder, that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent as required hereunder on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender relevant Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has shall not have made such payment in full to the Administrative Agent, each Lender relevant Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidsuch Bank repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders) All payments to be made by the Borrower shall be made without set-offpaid not later than 2:00 P.M. on the date when due, recoupment in Federal or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made other funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Agent and Borrower. Each such payment shall be made irrespective of any set-off, counterclaim or defense to payment which might in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received absence of this provision be asserted by the Borrower or any Affiliate against any Agent later than 11:00 a.m. (New York time) or any Lender. Payments received after 2:00 P.M. shall be deemed to have been received on the following next Business Day Day. The Borrower shall, at the time it makes any payments under this Agreement, specify to the Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and any applicable interest or fee shall continue such specified application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to accrue. (b) Subject Section 2.12, distribute such payment to the provisions set forth Lenders in such manner as the definition Administrative Agent may deem reasonably appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may, in its sole discretion distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the directs each Agent receives notice from to debit any account maintained by the Borrower prior for such purpose with such Agent to pay when due any amounts required to be paid from time to time under this Agreement as directed at such time(s) by the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidBorrower.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaim. Except set-off and shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrower shall be made to the Administrative Agent for the ratable account of the Lenders , relevant Banks at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York Dallas, Texas time) on the date specified herein. The Administrative Agent will promptly distribute to each relevant Bank its share, if any, of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 12:00 noon (New York Dallas, Texas time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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 the term of “Interest Period” herein. (c) Unless the Administrative Agent receives shall have received notice from the Borrower Borrower, prior to the date on which any payment is due to the Lenders Banks hereunder, that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent as required hereunder on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender relevant Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has shall not have made such payment in full to the Administrative Agent, each Lender relevant Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidsuch Bank repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrower. (a) All Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set-off, recoupment off or counterclaim, to the Administrative Agent at its Principal Office, not later than 2:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Except as otherwise expressly provided hereinSubject to Section 11.4, all payments the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower shall hereunder to which such payment is to be made to applied. Each payment received by the Administrative Agent for the account of the Lenders , at the account designated by the Agent and a Lender under this Agreement or any other Loan Document shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received paid to such Lender by the 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. (b) Subject to the provisions set forth in the definition wire transfer of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and in accordance with the Agent may (but shall not be so required), in reliance upon wiring instructions provided by such assumption, distribute to each Lender on such due date an amount equal to the amount then due Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. If and the Administrative Agent fails to the extent the Borrower has not made pay such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed amounts to such Lender, together with within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest thereon on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for each day from the date period of such amount is distributed to such Lender until the date repaidextension.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-set off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind (except as otherwise expressly provided in Section 10.1), shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent (for the ratable account of the Lenders , Persons entitled thereto) at the account designated by address for payment specified in the signature page hereof in relation to Agent (or such other 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 fundsfunds (which shall be the exclusive means of payment hereunder), no later than 11:00 a.m. 2:00 p.m. (New York time) on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. 2:00 p.m. (New York time) shall may in Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The 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. The Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, principal, L/C Reimbursement Obligations, Agent’s fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after ten (10) days prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless During the continuance of an Event of Default, Agent receives notice from may, and shall upon the direction of Required Lenders, apply any and all payments received by Agent in respect of any Obligation (including all payments and prepayments) and all proceeds received by Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuation of an Event of Default in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by Agent, including proceeds of any Collateral and all payments made by the Credit Parties to Agent, after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), 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 the Borrower under this Agreement; third, to payment of all accrued unpaid interest on the Obligations (other than Bank Product Obligations and Secured Rate Contracts) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations (other than Bank Product Obligations and Secured Rate Contracts) including, without limitation, 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 (other than Bank Product Obligations and Secured Rate Contracts); and sixth, to payment of any interest, principal or other amounts owing in respect of Bank Product Obligations and Secured Rate Contracts seventh, 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 shall be applied in the numerical order provided, that until amounts in such category have been satisfied in full prior to the date on which any payment is due application to the next succeeding category and (ii) each of the Lenders that the Borrower will not make such or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has 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 receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above. No Default or Event of Default shall be deemed to have occurred solely as a result of the amount then due such Lender. If and application of payments pursuant to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidthis Section 1.11(c).

Payments by the Borrower. (a) All Except as otherwise expressly provided for in this Agreement, including Article X, all payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent (for the ratable account of the Lenders , Persons entitled thereto) at the account designated by address specified on the signature page hereof for notices to the Administrative Agent (or such other address as the Agent may from time to time specify), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than 11:00 a.m. 1:00 p.m. (New York time) on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. 1:00 p.m. (New York time) shall may in the Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Borrower and each other Credit Party hereby irrevocably waives the right to direct the application of any and all payments in respect of any Obligation and any proceeds of Collateral during the continuance of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g). (b) Subject to the provisions set forth Except as otherwise expressly provided for in this Agreement, including in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c. So long as no Event of Default under Section 7.1(a) Unless has occurred and is continuing and the Obligations shall not have been accelerated, subject to the following sentence and to the provisions of Section 1.7(a) any and all voluntary prepayments received by the Agent receives notice from in respect of any Obligation shall be applied to the Obligations as directed by the Borrower. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) or upon the occurrence of an Event of Default arising as a result of the failure of Payment in Full to occur on or following the stated maturity date of the Loans or during the continuation of any other Event of Default if the Required Lenders shall so elect in writing to the Administrative Agent, including, in each case, proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrower under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, the Lenders and L/C Issuers; fourth, to payment of principal of the Obligations then due and payable, including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract then due and payable in an aggregate amount not to exceed $4,000,000, and cash collateralization in an amount of 103% of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations then due and payable (including any Obligations in respect of Secured Rate Contracts then due and payable in excess of amounts in respect thereof payable pursuant to clause fourth above); and sixth, any remainder shall be for the account of and paid to the applicable Credit Parties or whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the date on which any payment is due application to the next succeeding category, (ii) each of the Lenders that the Borrower will not make such or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has 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 receive an amount equal to the amount then due its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Rate Contract Obligations of such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidGuarantor.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without condition or deduction for any set-off, recoupment recoupment, defense or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) 4:00 p.m. Eastern time on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. (New York time) 4:00 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. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following Business Day (unless, in the case of a payment with respect to a Eurodollar Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such LenderLender in immediately available funds, together with interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing for each day from the date such amount is distributed to such Lender until the date repaid. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loans included in the Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for Loans to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to such Loans set forth in Section 5.01 or 5.02, as applicable, are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make the Loans and to make payments pursuant to Section 11.04 are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans or to make its payment under Section 11.04.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower in respect of Obligations hereunder shall be made to the Administrative Agent for the account of the Lenders , Banks at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. Any payment received by the Administrative Agent later than 11:00 a.m. 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. If and to the extent the Borrower makes a payment in full to the Administrative Agent no later than 1:00 p.m. (New York City time) on any Business Day and the Administrative Agent does not distribute to each Bank its Pro Rata Payment Share (subject to distribution provisions set forth in Sections 2.11(a)(i) and (ii)) of such payment in like funds as received on the same Business Day, the Administrative Agent shall pay to each Bank on demand interest on such amount as should have been distributed to such Bank at the Federal Funds Effective Rate for each day from the date such payment was received until the date such amount is distributed. (i) For any payment received by the Administrative Agent from or on behalf of the Borrower in respect of Obligations that are then due and payable (and prepayments pursuant to Section 2.05), and with respect to any proceeds obtained upon the exercise of any remedies of the Agents for the benefit of the Secured Parties hereunder or under any other Loan Document, in each case prior to the occurrence of a Sharing Event, the Administrative Agent will promptly distribute such amounts in like funds as received as follows: first, to each Bank, its Pro Rata Payment Share; and second, to each Bank, its Unilateral Overage Pro Rata Share; provided, however, that any payment received solely with respect to any Unilateral Overage Advance within one (1) Business Day of such advance in accordance with Sections 2.01(b) or (c) hereof, as applicable, shall be distributed to each Bank according to its Unilateral Overage Pro Rata Share; provided further that with respect to any Bank that is a Defaulting Bank at the time that the Administrative Agent makes any distribution of payments contemplated above, all amounts paid by or on behalf of the Borrower for the account of such Defaulting Bank arising from any Obligation under the Loan Documents will be applied, as follows: first, to the Administrative Agent, any Issuing Bank, any Swing Line Bank or any other Bank, on a pro rata basis, for amounts then due and payable from such Defaulting Bank to such parties in connection with any such party’s advance of funds that have not been reimbursed by the Defaulting Bank under this Agreement with respect to any Revolving Loans, Refunded Swing Line Loan, Swing Line Participation Amount or L/C Advance to the extent that such obligations of the Defaulting Bank relate to Revolving Loans, Swing Line Loans or Letters of Credit extended or Issued (as applicable) prior to such Bank becoming a Defaulting Bank and not thereafter repaid, amended or Issued; second, to an account identified by and under the control of the Collateral Agent (maintained for the benefit of the Secured Parties), until amounts deposited in such account, with respect to a Defaulting Bank, equal such Defaulting Bank’s Pro Rata Advance Share or its Pro Rata Advance Adjusted Share, as applicable, of each Swing Line Loan and Letter of Credit outstanding at the time that such Bank became a Defaulting Bank and not thereafter repaid, amended, or Issued, as the case may be; and third, the remainder, if any, to the Defaulting Bank. Any amounts held from time to time with respect to a Defaulting Bank in the account referred to in the last clause of the preceding sentence (i) which then exceed the amount referred to in such clause or (ii) when such bank shall cease to be a Defaulting Bank shall be paid to such Defaulting Bank within one (1) Business Day. (ii) For any payment received from or on behalf of the Borrower by the Administrative Agent on or after the occurrence of a Sharing Event, the Administrative Agent will promptly distribute such payment in accordance with Section 2.01 of the Intercreditor Agreement. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Effective Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders Banks to the Agent's account no. 00-000-000, regarding: GMS Dental Group Management, Inc., ABA No. 000000000, or at the such other account designated by as the Agent may from time to time designate by notice to the Borrower, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York Los Angeles time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 12:00 noon (New York Los Angeles 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank, shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower any Loan Party shall be made to the Agent for the account of the Lenders , Banks at the account designated by Agent's Payment Office in U.S. Dollars for LIBOR Loans and U.S. Dollar Loans or Canadian Dollars for BA Advances and Canadian Dollar Advances and otherwise in the Agent and Applicable Currency. Such payments shall be made in Dollars and in immediately available fundsSame Day Funds, no later than 11:00 a.m. 2:00 p.m. (New York timeToronto Time) on the date specified herein. Any payment which is received by the Agent later than 11:00 a.m. 2:00 p.m. (New York Toronto time) ), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. The Agent will promptly, upon receipt of same, distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds received. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower or the Borrower's Designee prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. The Administrative Agent will promptly distribute to each applicable Lender its Applicable Percentage (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative 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 accrueaccrue to such Business Day. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each applicable Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offmade, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrower shall without set-off or counterclaim and shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, be made to the Administrative Agent for the ratable account of the Lenders , entitled thereto at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its share, if any, of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 2:00 p.m. (New York City time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee fees shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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 the term "Interest Period" herein. (c) Unless the Administrative Agent receives shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such the payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent as required hereunder on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender entitled thereto on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has shall not have made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidsuch Lender repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's address set forth in Section 15.8, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 3:00 p.m. (New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 3:00 p.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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly specifically provided herein, all payments by the Borrower of principal, interest and fees hereunder shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no without condition or deduction for any counterclaim, defense, recoupment or setoff, at the Administrative Agent's office specified in Section 12.1 not later than 11:00 a.m. 2:00 P.M. (New York Charlotte, North Carolina time) on the date specified hereinwhen due. Any payment Payments received by the Agent later than 11:00 a.m. (New York time) after such time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a next succeeding Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the . The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so requiredto specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.13(a)). The Administrative Agent will distribute such payments to the Lenders if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in reliance upon like funds as received prior to the end of such assumptionBusiness Day and otherwise the Administrative Agent will distribute such payment to such Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, distribute to each Lender on such the due date an amount equal thereof shall be extended to the amount then due next succeeding Business Day (subject to accrual of interest and Fees for the period of such Lenderextension). If Except as expressly provided otherwise herein, all computations of fees shall be made on the basis of the actual number of days elapsed over a year of 360 days and to all computations of interest shall be made on the extent basis of the Borrower has not made such payment in full to the Agentactual number of days elapsed over a year of 365 or 366 days, each Lender as appropriate. Interest shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day accrue from and include the date such amount is distributed to such Lender until of borrowing, but exclude the date repaidof payment.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all payments by Each payment of principal of and interest on the Borrower Loan and fees hereunder shall be made paid not later than 2:00 P.M. on the date when due, in Federal or other funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified hereinBorrower. Any payment Payments received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Subject . All payments made in cash by Parent pursuant to the provisions Parent Preferred Stock shall, to the extent set forth in Section 8.03, be considered payments of principal hereunder for purposes of calculating the definition remaining outstanding principal amount hereunder. The Borrower shall, at the time it makes any payments under this Agreement, specify to the Administrative Agent the fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.08, distribute such payment to the Lenders in such manner as the Administrative Agent may deem reasonably appropriate). The Administrative Agent may in its sole discretion distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day, Day (and such extension of time shall be reflected in such case be included in the computation of computing interest or fees, as the case may be. ), unless (cin the case of Eurodollar Loans) Unless such Business Day falls in another calendar month, in which case the Agent receives notice from date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. Effective during the continuance of an Event of Default, the Borrower prior hereby authorizes and directs the Administrative Agent to the date on which debit any payment is due to the Lenders that account maintained by the Borrower will not make such payment in full as and with the Administrative Agent to pay when required, the Agent may assume that the Borrower has made such payment in full due any amounts required 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 paid from time to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1 p.m. (New York Chicago, Illinois time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 1 p.m. (New York Chicago, Illinois 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 is due on a day other than a Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 10:00 p.m. (New York Seattle time) on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share so expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 10:00 p.m. (New York Seattle 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the this Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) Any payment made by the Borrower hereunder shall be applied first, against any Financial Transaction Liability of the Borrower owing to the Agent; second, against fees, expenses and indemnities due hereunder or under any other Loan Document; third, against interest due on matured obligations in respect of any Letter of Credit, if any; fourth, against interest due on amounts in default on any Loan, if any; fifth, against interest due on any Loan; sixth, against matured obligations in respect of any Letter of Credit, if any; seventh, against Loan principal amounts in default; and eighth, against Loan principal.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the ratable account of the Lenders , at the account designated by address for payment specified in the signature page hereof in relation to the Agent (or such other address as the Agent may from time to time specify in accordance with Section 9.2), and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 12:30 p.m. (New York Chicago time) on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. 12:30 p.m. (New York Chicago time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Borrower hereby authorizes the Agent and each Lender to (but neither the Agent nor any Lender shall have any obligation to) make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, agent fees, Commitment Fees, CapEx Commitment Fees and Letter of Credit Participation Fees, in each instance, on the date due, or (ii) after five (5) Business Days prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless All amounts collected or received by the Agent receives notice from after the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to payment of fees, costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the Borrower prior and/or its Subsidiaries under the Loan Documents; second, to the date on which any payment is due to the of Attorney Costs of Lenders that payable or reimbursable by the Borrower will not make such and/or its Subsidiaries under this Agreement; third, to payment in full as and when required, of all accrued unpaid interest on the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.Obligations pro rata;

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's address set forth in SECTION 15.8, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York Chicago time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 1:00 p.m. (New York Chicago 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , and Designated Bidders at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. (New York City time) on the date specified herein. The Agent will promptly distribute to each Lender (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders or Designated Bidders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 or Designated Bidders on such due date an amount equal to the amount then due such LenderLender or Designated Bidders. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender or Designated Bidder shall repay to the Agent on demand such amount distributed to such LenderLender or Designated Bidder, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender or Designated Bidder until the date repaid.

Payments by the Borrower. (a) To the extent not otherwise repaid, (i) the aggregate outstanding principal amount of the Loans, plus accrued and unpaid interest thereon, shall be repaid in full on the earlier of (x) an Acceleration and (y) the Term Loan Maturity Date and (ii) the aggregate principal amount of the Second-Out Term Notes, plus accrued and unpaid interest thereon, shall be repaid in full on the earlier of (x) an Acceleration and (y) the Second-Out Maturity Date; provided, that any payments on account of the Second-Out Term Notes shall be subject to the provisions of Section 1.11 hereof. (b) All payments (including prepayments) to be made by the Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, and counterclaim or counterclaim. Except deduction of any kind and shall be free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings (other than taxes that are imposed on such Lender’s overall net income), shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent (for the ratable account of the Lenders , Persons entitled thereto) at the address for payment (or account designated by information) specified in the signature page hereof in relation to Agent (or such other address (or account information) as Agent may from time to time specify in accordance with Section 9.2), and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (New York time) on the date specified hereindue. Any payment All payments received by the Agent later than 11:00 a.m. (New York time) shall after 2:00 p.m. may be deemed to have been received on the following next succeeding Business Day and any applicable interest or fee fees shall continue to accrue. The Agent will promptly distribute to each Lender its pro rata share of such payment in like funds as received by wire transfer to the account designated by Lender to Agent in writing. (bc) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be ------------------------ made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , Persons entitled thereto at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 10:00 a.m. (New York San Francisco time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender or the LC Issuer, as the case may be, its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 10:00 a.m. (New York San Francisco 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender or the LC Issuer, as the case may be, on such due date an amount equal to the amount then due such LenderLender or the LC Issuer, as the case may be. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender or the LC Issuer, as the case may be, shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender or the LC Issuer, as the case may be, until the date repaid.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders) All payments to be made by the Borrower shall be made without set-offpaid not later than 2:00 P.M. on the date when due, recoupment in Federal or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made other funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Agent and Borrower. Each such payment shall be made irrespective of any set-off, counterclaim or defense to payment which might in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received absence of this provision be asserted by the Borrower or any Affiliate against any Agent later than 11:00 a.m. (New York time) or any Lender. Payments received after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if any such specified application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.12, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem reasonably appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may, in its sole discretion distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the directs each Agent receives notice from to debit any account maintained by the Borrower prior for such purpose with such Agent to pay when due any amounts required to be paid from time to time under this Agreement as directed at such time(s) by the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidBorrower.

Payments by the Borrower. (a) All payments to be made by the Borrower under any Loan Document shall be made without set-off, recoupment recoupment, counterclaim or counterclaimother defense. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , Banks at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 10:00 a.m. (New York San Francisco time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 10:00 a.m. (New York San Francisco 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) . Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. Each payment of principal of and interest on Loans and fees hereunder (aother than fees payable directly to the Agents) All payments shall be paid not later than 2:00 P.M. on the date when due, in the applicable currency and in funds immediately available to be made by the Borrower Administrative Agent at the Administrative Agent’s Office. Each such payment shall be made without irrespective of any set-off, recoupment counterclaim or counterclaimdefense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against any Agent or any Lender. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails so to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.11, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments in like funds to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurocurrency Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day for such currency. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs the Administrative Agent to debit any account maintained by the Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement. Unless converted to Dollars pursuant to the express terms of this Agreement, all payments in respect of the principal of or interest on Loans denominated in any Available Alternative Currency shall be made by the following Business Day, and such extension of time shall Borrower in such case be included in the computation of interest or fees, as the case may beAlternative Currency. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent’s Payment Office, and shall be made in Dollars dollars and in immediately available funds, (i) solely for the purpose of calculating the accrual of interest on the outstanding Obligations, no later than 11:00 a.m. 1:00 p.m. (New York time) on the date specified herein and (ii) for all other purposes, no later than 6:00 p.m. (New York time) on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. (New York time) the time specified herein shall be deemed to have been received on the following Business Day and any applicable interest or fee fees shall continue to accrueaccrue for the day actually received. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders Banks to the Agent's account no. 00-000-000, regarding: Gentle Dental Service Corporation, ABA No. 000000000, or at the such other account designated by as the Agent may from time to time designate by notice to the Borrower, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York Los Angeles time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 12:00 noon (New York Los Angeles 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank, shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , Banks at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share or Adjusted Pro Rata Share, as the case may be, of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. 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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's address set forth in Section 15.8, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 3:00 p.m. (New York City time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 3:00 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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent (for the ratable account of the Lenders , Persons entitled thereto) at the account designated by address for payment specified in the signature page hereof in relation to Agent (or such other 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 fundsfunds (which shall be the exclusive means of payment hereunder), no later than 11:00 a.m. 1:00 p.m. (New York time) on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. 1:00 p.m. (New York time) shall may in Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of a Default of any and all payments in respect of any Obligation and any proceeds of Collateral. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless During the continuance of an Event of Default, Agent receives notice from may, and shall 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 contrary, all payments made by Credit Parties to Agent 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 the Borrower under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent and Lenders (together with any applicable Prepayment Premium and Make Whole Payment, if any); fourth, to payment of principal of the Obligations; 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 shall be applied in the numerical order provided until exhausted prior to the date on which any payment is due application to the next succeeding category and (ii) each of the Lenders that the Borrower will not make such or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has 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 receive an amount equal to the amount then due such Lender. If its pro rata share of amounts available to be applied pursuant to clauses third, fourth and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidfifth above.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (New York City time) on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 2:00 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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.has

Payments by the Borrower. (ai) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent Administrative Agent’s Account for the account of the Lenders , at the account designated by the Agent Lender Group and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (1:00 p.m., New York time) , on the date specified herein; provided that, for the avoidance of doubt, payments deposited into a Controlled Account (as defined in the Security Agreement) shall be deemed not to be received by the Administrative Agent on any Business Day unless immediately available funds have been credited to the Administrative Agent’s Account. Any payment received by the Administrative Agent later than 11:00 a.m. (1:00 p.m., New York time) , 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 accrueaccrue until such following Business Day. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Subject to the provisions 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 due on the following 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. (cii) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has made (or will make) such payment in full to the Agent on such date in immediately available funds and the 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 the Borrower has does not made make such payment in full to the AgentAdministrative Agent on the date when due, each Lender severally shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Default Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower hereunder or under the other Loan Documents shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all such payments shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s principal Office in immediately available funds not later than 11:00 a.m. on the date specified herein. All amounts received by the Administrative Agent after such time 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 each Lender its ratable share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such 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 the Borrower shall fall due on a day that is not a Business Day, payment shall be made on the immediately preceding Business Day and such shortening of time shall be reflected in computing interest or fees, as the case may be. Except as otherwise expressly provided herein, all payments by the Borrower hereunder or under any other Loan Document shall be made in Dollars. The Administrative Agent is hereby authorized upon notice to the Agent for applicable Borrower to charge the account of the Lenders , at Borrower maintained with the account designated by the Administrative Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the 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. (b) Subject to the provisions 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 due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidpayment of principal, interest and fees as it becomes due hereunder.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders) All payments to be made by the Borrower shall be made without set-offpaid not later than 2:00 P.M. on the date when due, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by in the Borrower shall be made applicable currency and in funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Agent and Borrower. Each such payment shall be made irrespective of any set-off, counterclaim or defense to payment which might in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received absence of this provision be asserted by the Borrower or any Affiliate against any Agent later than 11:00 a.m. (New York time) or any Lender. Payments received after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if any such specified application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.12, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem reasonably appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise, the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs each Agent to debit any account maintained by the Borrower for such purpose with such Agent to pay when due any amounts required to be paid from time to time under this Agreement as directed at such time(s) by the Borrower. Unless converted to Dollars pursuant to the express terms of this Agreement, all payments in respect of the principal of or interest on Loans denominated in any Available Foreign Currency, and such extension all reimbursement of time amounts drawn under Letters of Credit denominated in an Available Foreign Currency, shall be made by the Borrower in such case be included in the computation of interest or fees, as the case may berelevant currency. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (ai) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent Funding Agent’s Account for the account of the Lenders , at and/or the account designated by the Agent Agents and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 3:00 p.m. (New York City time) on the date specified herein. Any payment received by the Funding Agent in immediately available funds in the Funding Agent’s Account later than 11:00 a.m. 3:00 p.m. (New York City time) shall be deemed to have been received (unless the Funding 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 accrueaccrue until such following Business Day. (b) Subject to the provisions 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 due on the following 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. (cii) Unless the Funding Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Funding Agent may assume that the Borrower has made (or will make) such payment in full to the Funding Agent on such date in immediately available funds and the Funding 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 the Borrower has does not made make such payment in full to the AgentFunding Agent on the date when due, each Lender severally shall repay to the Funding Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offmade, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrower shall without set-off or counterclaim and shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, be made to the Administrative Agent for the ratable account of the Lenders , at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its share, if any, of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 1:00 p.m. (New York Chicago time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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 the term of "Interest Period" herein. (c) Unless the Administrative Agent receives shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such the payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent as required hereunder on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute 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 the Borrower has shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidsuch Lender repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders or the Agents) All payments shall be paid not later than 2:00 P.M. on the date when due, in funds immediately available to be made by the Borrower Administrative Agent at the Administrative Agent's Office. Each such payment shall be made without irrespective of any set-off, recoupment counterclaim or counterclaimdefense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against any Agent or any Lender. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails so to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to SECTION 2.13, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments in like funds to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in directs the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from to debit any account maintained by the Borrower prior with the Administrative Agent to the date on which pay when due any payment is due amounts required to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full be paid from time 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders) All payments to be made by the Borrower shall be made without set-offpaid not later than 2:00 P.M. on the date when due, recoupment in Federal or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made other funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Agent and Borrower. Each such payment shall be made irrespective of any set-off, counterclaim or defense to payment which might in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received absence of this provision be asserted by the Borrower or any Affiliate of the Borrower against any Agent later than 11:00 a.m. (New York time) or any Lender. Payments received after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if any such specified application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.12, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem reasonably appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may in its sole discretion distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the directs each Agent receives notice from to debit any account maintained by the Borrower prior for such purpose with such Agent to pay when due any amounts required to be paid from time to time under this Agreement as directed at such time(s) by the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidBorrower.

Payments by the Borrower. (a) All payments to be made by the Borrower ------------------------ shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , Banks at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 10:30 a.m. (New York San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 10:30 a.m. (New York San Francisco 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the 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. (b) Subject to the provisions 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 due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as Unless otherwise expressly provided hereinin a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by its designee) to the Agent for the pro rata account of the Lenders Protected Parties entitled to receive such payment or, at the account designated by direction of the Agent, directly to such Protected Parties; provided that any payments to the Collateral Agent and or 762040188 the Depositary shall be made directly by the Borrower to the Collateral Agent or the Depositary, as applicable, unless otherwise expressly provided in Dollars and a Loan Document. All payments shall be made without setoff, deduction (except for Taxes which are expressly addressed in immediately available funds, no Section 3.01) or counterclaim not later than 11:00 a.m. (New York time) A.M. on the date specified hereindue in Dollars in same day or immediately available funds to such account or accounts (if payment is to be made directly to the Collateral Agent, the Depositary or any other Protected Party) as the Agent, the Collateral Agent, or the Depositary, as applicable, shall specify from time to time by notice to the Borrower. Any payment Funds received by the Agent later than 11:00 a.m. (New York time) after that time shall be deemed to have been received by the Agent, the Collateral Agent, the Depositary, or any other Protected Party, as the case may be, on the following next succeeding Business Day and any applicable interest or fee Day. In the event that a payment is made to Agent for the pro rata account of the Protected Parties entitled to such payment, the Agent shall continue promptly remit in same day funds to accrue. (b) Subject to each Protected Party its share, if any, of such payments received by the provisions set forth in Agent for the definition account of “Interest Period” herein, whenever such Protected Party. Whenever any payment is due to be made hereunder or under any Loan, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day and interest at the Applicable Rate shall accrue on such amount from the first day of such Interest Period to the last day of such Interest Period (regardless whether such last day is not a Business Day); provided, and that such extension of time next succeeding Business Day shall not be included in such case Interest Period but shall be included in the computation of interest or fees, as the case may benext succeeding Interest Period. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the ------------------------ Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , Banks at the account designated by the Agent and Agent's Payment Office, and, shall be made in Dollars dollars and in immediately available funds, no later than 11:00 10:00 a.m. (New York San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment received by the Agent later than 11:00 10:00 a.m. (New York San Francisco 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the ratable account of the Lenders , Banks at the account designated by the Agent and shall be made Administrative Agent's Payment Office, in Dollars dollars and in immediately available funds, no not later than 11:00 a.m. (12:00 noon New York time) City time on the date specified herein; provided, however, that unless otherwise specified herein, each payment in respect of a Bid Loan shall be made directly to the relevant Bank to the Lending Office of such Bank. The Administrative Agent will promptly after receiving any payment of principal, interest, fees and other amounts from the Borrower distribute to each Bank its Percentage Share (or other applicable share as expressly provided herein) of such payment for the account of its respective Lending Office. Any payment which is received by the Administrative Agent later than 11:00 a.m. after 12:00 noon (New York City time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueDay. (b) Subject to the provisions set forth Whenever any payment of a Committed Loan (and unless otherwise stated in the definition of “Interest Period” hereinrelevant Competitive Bid Request, whenever any payment is a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or and fees, as the case may be; provided, however, that if such extension would cause any payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent receives shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the 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, distribute cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has shall not have so made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Agent Administrative Agent, on demand such demand, the excess of the amount distributed to such LenderBank over the amount, if any, paid by the Borrower, together with interest thereon at the Federal Funds Rate Rate, for each day from the date such amount is distributed to such Lender until Bank to the date repaidsuch Bank repays such amount to the Administrative Agent; provided, however, that if any Bank shall fail to repay such amount within three Business Days after demand therefor, such Bank shall, from and after such third Business Day until payment is made to the Administrative Agent, pay interest thereon at a rate per annum equal to the sum of the Reference Rate plus 1%.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Revolving Credit Pro Rata Share or Facility B Term Pro Rata Share, as applicable, (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. 1:00 p.m. (New York time) shall be deemed to have been received on the following Business Day Day, and any applicable interest or fee shall continue to accrue. (b) The Borrower hereby authorizes the Administrative Agent to charge the Borrower's accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due and payable under the Loan Documents other than with respect to any Hedging Obligations (subject to (i) sufficient funds being available in such accounts for that purpose, and (ii) in the case of principal, interest and fees, receipt of notice of such intended charge on the Business Day immediately preceding such charge and, in the case of expenses, receipt of at least 20 days' prior notice of such expenses). No such debit under this Section shall be deemed a set-off. (c) Subject to the provisions proviso 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 due made on the following 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, but for determining compliance with Sections 8.14 through 8.17, such payment will be deemed made on the immediately preceding Business Day. (cd) Unless the Administrative Agent receives notice from the Borrower prior to before the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds funds, and the Administrative Agent may (but shall not be so requiredrequired to), 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 the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without condition or deduction for any set-off, recoupment recoupment, defense or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) 4:00 p.m. Eastern time on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. (New York time) 4:00 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. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following Business Day (unless, in the case of a payment with respect to a Eurodollar Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such LenderLender in immediately available funds, together with interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing for each day from the date such amount is distributed to such Lender until the date repaid. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loans included in the Term Loan Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for Loans to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to such Loans set forth in Section 5.01 and 5.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make the Loans and to make payments pursuant to Section 11.04 are several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 11.04 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loans or to make its payment under Section 11.04.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 10:00 a.m. (New York Seattle time) on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share so expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 10:00 a.m. (New York Seattle 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the this Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) Any payment made by the Borrower hereunder shall be applied first, against any Financial Transaction Liability of the Borrower owing to the Agent; second, against fees, expenses and indemnities due hereunder or under any other Loan Document; third, against interest due on matured obligations in respect of any Letter of Credit, if any; fourth, against interest due on amounts in default on any Loan, if any; fifth, against interest due on any Loan; sixth, against matured obligations in respect of any Letter of Credit, if any; seventh, against Loan principal amounts in default; and eighth, against Loan principal.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 10:00 p.m. (New York Seattle time) on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share so expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 10:00 p.m. (New York Seattle 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 is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the this Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim. Except , shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the ratable account of the Lenders , at the account designated by address for payment specified in the signature page hereof in relation to the Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 10:30 a.m. (New York Chicago time) on the date specified due. The Agent will promptly distribute to each Lender its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 11:00 10:30 a.m. (New York Chicago time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, principal, agent fees and Commitment Fees, in each instance, on the date due, or (ii) after five (5) days prior notice to Borrower, other fees, costs or expenses payable by Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “"Interest Period” " herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (aother than fees payable directly to the L/C Issuers) All payments to be made by the Borrower shall be made without set-offpaid not later than 2:00 P.M. on the date when due, recoupment in Federal or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made other funds immediately available to the Administrative Agent for the account of the Lenders , at the account designated by it by notice to the Agent and Borrower. Each such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received absence of this provision be asserted by the Borrower or any Affiliate against the any Agent later than 11:00 a.m. (New York time) or any Lender. Payments received after 2:00 P.M. shall be deemed to have been received on the following next Business Day Day, and any applicable interest or fee shall continue to accrue. . Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of paragraph (bd) Subject below or required to be applied in accordance with Section 2.09(b)(vi), the Borrower shall, at the time it makes any payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to paragraph (d) below, to Section 2.08, to Section 2.09(b)(vi) and to Section 2.12 , distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem reasonably appropriate). The Administrative Agent may in its sole discretion, distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in directs the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from to debit any account maintained by the Borrower prior with the Administrative Agent to the date on which pay when due any payment is due amounts required to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full be paid from time 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. (a) Time, Place and Manner. ---------------------- All payments due to be made by the Administrative Agent under the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower Loan Documents shall be made to the Administrative Agent for the account of the Lenders , at the account designated Administrative Agent's Office or at such other address as the Administrative Agent may designate by notice to the Borrower. All payments due to the Issuing Bank under the Borrower Loan Documents by the Agent and Borrower or any Bank shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the 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. (b) Subject to the provisions set forth in Issuing Bank at the definition of “Interest Period” herein, whenever any payment is due on a day Issuing Bank's Office or to such other than a Business Day, Person or at such payment shall be due on other address as the following Business Day, and Issuing Bank may designate by notice to the Borrower or such extension of time shall in such case be included in the computation of interest or feesBank, as the case may be. (c) Unless the Agent receives notice from . All payments due to any Bank under the Borrower prior Loan Documents shall, in the case of payments by the Borrower on account of principal of or interest on the Loans (including Swing Loans, so long as the Bank that is the Swing Line Bank is also the Administrative Agent) or fees be made to the date on which any payment Administrative Agent at the Administrative Agent's Office and in the case of all other payments (including payments of principal of, and interest on, Swing Loans, if the Bank that is the Swing Line Bank is not the Administrative Agent), be made directly to such Bank at its Domestic Lending Office or such other address as such Bank may designate. All payments due to the Lenders that any Bank under the Borrower will not make such payment in full as and when requiredLoan Documents, the Agent may assume that the Borrower has whether made such payment in full to the Administrative Agent or directly to such Bank, shall be made for the account of, in the case of payments in respect of Eurodollar Rate Loans, such Bank's Eurodollar Lending Office and, in the case of all other payments, such Bank's Domestic Lending Office. A payment, other than a payment on such date in immediately available funds and the Agent may (but account of a Drawing, shall not be so required)deemed to have been made on any day unless such payment is received by the required Person, at the required place of payment, in reliance upon Dollars in funds immediately available to the Administrative Agent at such assumptionplace, distribute to each Lender no later than 12:00 noon on such due date an amount equal day. A payment on account of a Drawing shall not be deemed to have been made on any day unless such payment is received by the Issuing Bank at the required place of payment, in Dollars in funds immediately available to the amount then due Issuing Bank at such Lender. If and to place, no later than, in the extent case of payments by the Borrower has not made such payment Borrower, the times specified in full to Section 1.09(b)(i) and, in the Agentcase of payments by a Bank, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtimes specified in Section 1.10(b).

Payments by the Borrower. of (ai) principal and interest in respect of Dollar Revolving Loans and payments by the Borrower of fees on the Revolving Loan Commitment with respect to Dollar Revolving Loans shall be made in Dollars, (ii) principal and interest in respect of Peso Revolving Loans shall be made in Pesos, and payments by the Borrower of fees on the Revolving Loan Commitment with respect to Peso Revolving Loans shall be made in Pesos and (ii) all other amounts shall be made in Dollars or as otherwise agreed to by the Borrower and the Administrative Agent or the Lender to whom such other amount is payable. All payments (including prepayments) to be made by the Borrower on account of principal, interest, fees and other amounts due and payable hereunder shall be made without set-off, recoupment deduction, withholding or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Agent Administrative Agent, for the account of the Lender or Lenders entitled to receive the same, at the Administrative Agent’s offices and accounts set forth in Schedule 10.6, in Dollars (at the New York office and account of the Administrative Agent) or Pesos (at the Mexico City office and account designated by the Agent and shall be made in Dollars Administrative Agent), as required by the terms hereof, and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the The Administrative 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. (b) Subject distribute such payments to the provisions set forth Lender or Lenders entitled to receive the same promptly upon receipt in the definition of “Interest Period” herein, whenever like funds as received. If any payment is on a Revolving Loan becomes due and payable on a day other than a Business DayDay therefor, the maturity thereof shall be extended to the next succeeding Business Day for such Revolving Loan unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be due made on the following immediately preceding Business Day, and such . In the case of any extension of time shall in such case be included in the computation any payment of interest or fees, as the case may be. (c) Unless the Agent receives notice from the Borrower prior principal pursuant to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when requiredpreceding sentence, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon shall be payable at the Federal Funds Rate for each day from the date then applicable rate during such amount is distributed to such Lender until the date repaidextension.

Payments by the Borrower. (a1) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent Agent's address set forth in Section 15.8, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York time) on the date specified herein; provided, however, that, except as otherwise provided herein (including, in any event, Section 6.9(d)), any payments by the Borrower which the Borrower has notified the Agent prior to 12:00 noon (New York time) on a Business Day that such payments will be received by the Agent via wire transfer prior to 4:00 p.m. (New York time) on such Business Day shall be deemed to have been received by the Agent for this purpose prior to 1:00 p.m. (New York time) on such Business Day, but only if such payment is actually received by the Agent via wire transfer no later than 4:00 p.m. (New York time) on such Business Day and the Borrower hereby agrees to indemnify and hold harmless the Agent and each Lender from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, costs or expenses incurred by the Agent or such Lender in the event such payment is not actually received by the Agent via wire transfer by such time. Any payment received by the Agent later than 11:00 a.m. 1:00 p.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. (b2) Subject to the provisions 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 due made on the following 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. (c3) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (ai) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments made or remitted by the Borrower under this Agreement or the other Loan Documents shall be made to the Agent Agent’s Account for the account of the Lenders , at the account designated by the Agent Lender Group and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) 2:00 p.m. on the date specified herein. Any payment received by the Agent later than 11:00 a.m. (New York time) 2:00 p.m. shall be deemed to have been received (unless Agent, at the direction of the Required Lenders in their sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue 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 the United States. (b) Subject to the provisions 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 due on the following 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. (cii) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made (or will make) 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 the Borrower has do not made make such payment in full to Agent on the Agentdate when due, each Lender severally shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid; provided that such interest shall be an obligation of the Borrower and shall be payable by the Borrower upon demand.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower hereunder shall be made without set-offset‑off or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the ratable account of the Lenders , at the account designated by the Agent and shall be made Administrative Agent's Payment Office, in Dollars dollars and in immediately available funds, no not later than 11:00 a.m. (12:00 noon New York time) City time on the date specified herein; provided, however, that unless otherwise specified herein, each payment in respect of a Bid Loan shall be made directly to the relevant Lender to the Lending Office of such Lender. The Administrative Agent will promptly after receiving any payment of principal, interest, fees and other amounts from the Borrower distribute to each Lender its Percentage Share (or other applicable share as expressly provided herein) of such payment for the account of its respective Lending Office. Any payment which is received by the Administrative Agent later than 11:00 a.m. after 12:00 noon (New York City time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueDay. (b) Subject to the provisions set forth Whenever any payment of a Committed Loan (and unless otherwise stated in the definition of “Interest Period” hereinrelevant Competitive Bid Request, whenever any payment is a Bid Loan) shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or and fees, as the case may be; provided, however, that if such extension would cause any payment of principal of or interest on Eurodollar Loans to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. (c) Unless the Administrative Agent receives shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the 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, distribute 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 the Borrower has shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Agent Administrative Agent, on demand such demand, the excess of the amount distributed to such LenderLender over the amount, if any, paid by the Borrower, together with interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for each day from the date such amount is distributed to such Lender until to the date repaidsuch Lender repays such amount to the Administrative Agent.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offmade, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrower shall without set-off or counterclaim and shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, be made to the Administrative Agent for the ratable account of the Lenders , Banks entitled thereto at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its share, if any, of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 2:00 p.m. (New York City time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following 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 the term "Interest Period" herein. (c) Unless the Administrative Agent receives shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders Banks hereunder that the Borrower will not make such the payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent as required hereunder on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender Bank entitled thereto on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has shall not have made such payment in full to the Administrative Agent, each Lender such Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidsuch Bank repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrower. (a) All payments The Borrower shall make each payment required to be made by the Borrower shall be made without set-offit hereunder (whether of principal, recoupment interest or counterclaim. Except as otherwise expressly provided hereinfees or reimbursement of LC Disbursements, all payments by the Borrower shall be made or under Section 2.7, 2.9 or 2.10, or otherwise) or under any other Loan Document (except to the Agent for extent otherwise provided therein) prior to 2:00 p.m. (New York time) (unless otherwise specified in this Agreement), on the account of the Lenders date when due, at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) without set-off or counterclaim; provided that if a new Loan is to be made by any Lender on a date the date specified hereinBorrower is to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by such Lender to the Administrative Agent as provided in Section 1.5 or paid by the Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any payment amounts received by after such time on any date may, in the Agent later than 11:00 a.m. (New York time) shall discretion of the Administrative Agent, be deemed to have been received on the following next succeeding Business Day and any applicable for purposes of calculating interest or fee thereon. All such payments shall continue to accrue. (b) Subject be wired to the provisions set forth Administrative Agent at the Contact Office, ABA No. 000-000-000, for further credit to Commercial Loan Division, Account No. 00000000, Reference: The Macerich Company, except as otherwise expressly provided in the definition relevant Loan Document, and except payments to be made directly to an Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.7, 2.9, 2.10 and 11.14 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of “Interest Period” herein, whenever any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day other than that is not a Business Day, such the date for payment shall be due on extended to the following next succeeding Business DayDay and, and such extension of time shall in such case be included in the computation case of interest or fees, as the case may be. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to accruing interest, interest thereon shall be payable for the Lenders that the Borrower will not make period of such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may extension. All payments hereunder or under any other Loan Document (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 except to the extent the Borrower has not otherwise provided therein) shall be made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidDollars.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent and for the ratable account of the Lenders , Persons holding the applicable Obligations at the account designated address (including wire instructions) for payment specified by Agent from time to time in accordance with Section 10.2), including payments utilizing the Agent ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than 11:00 a.m. (New York time) 1:00 p.m. on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. (New York time) shall 1:00 p.m. may in Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The 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. The Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, fees payable under the Agent Fee Letter, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition definitions of “Interest Payment Date” and “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be due made on the following next succeeding Business Day, and such extension of time shall in such case be included excluded in the computation computation, and if applicable, payment, of interest or fees, as the case may be, on such next succeeding Business Day; provided that such extension of time shall be included in the next succeeding computation and payment of interest and fees; provided further that if the scheduled payment date is the maturity date of any Loan such extension of time shall include such interest and fees, which shall be payable on such next succeeding Business Day. (c) Unless Notwithstanding any contrary provision set forth herein or in any other Loan Document, (i) during the continuance of an Event of Default, Agent receives notice from may, and shall upon the Borrower 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; and (ii) all payments made by Credit Parties to Agent after any or all of the Obligations under the Loan Documents have been accelerated (so long as such acceleration has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied as follows: first, to payment of costs, expenses and indemnities, 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 the Credit Parties under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers (whether or not accruing after the filing of any case under the Bankruptcy Code with respect to any Obligations and whether or not a claim for such post-filing or post-petition interest, fees, and charges is allowed or allowable in any such proceeding); fourth, to payment of principal of the Obligations (including L/C Reimbursement Obligations) then due and payable, the Secured Rate Contract Obligations then due and payable, the Secured Cash Management 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. In carrying out the foregoing, (i) amounts received shall be applied to each category in the numerical order provided until exhausted prior to the date on which any payment is due application to the immediately succeeding category, (ii) each of the Lenders that the Borrower will not make such or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has 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 receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Obligations, the guaranty of which by such Guarantor would constitute an Excluded Rate Contract Obligation. Notwithstanding the foregoing, Secured Rate Contract Obligations and Secured Cash Management Obligations with parties that are not Affiliates of Agent shall be excluded from the application described above unless at least three Business Days prior to any distribution, Agent has received written notice from the applicable Secured Swap Provider or Secured Cash Management Bank of the amount of Secured Rate Contract Obligations or Secured Cash Management Obligations then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lenderpayable, together with such supporting documentation as Agent may request. (d) Notwithstanding anything to the contrary herein, no prepayment of a SOFR Loan hereunder shall be made on any day that is not a U.S. Government Securities Business Day, and if any prepayment to be made by the Borrower shall fall due on a day that is not a U.S. Government Securities Business Day, payment shall be made on the next succeeding U.S. Government Securities Business Day and such extension of time shall be reflected in computing interest thereon at or fees, as the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidcase may be.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 2:00 p.m. (New York Chicago time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 2:00 p.m. (New York Chicago 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 is due on a day other than a Business Day, such payment shall be due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments Each payment of principal of and interest on Loans and fees hereunder shall be paid not later than 11:00 A.M. on the date when due, in Federal or other funds immediately available to be made by the Borrower Agent at the Collection Account. Each such payment shall be made without irrespective of any set-off, recoupment counterclaim or counterclaim. Except as otherwise expressly provided herein, all payments defense to payment which might in the absence of this provision be asserted by the Borrower shall or any Affiliate against the Agent or any Lender. Payments received after 2:00 P.M. (unless such failure to receive payment is solely caused by failure of the Depository to timely remit payments in accordance with the Depositary Agreement and such failure is cured and all amounts required to be made dispersed to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on such Settlement Date are so disbursed on the date specified herein. Any applicable payment received by the Agent later than 11:00 a.m. (New York timedates) shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Agent the Loan, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Agent shall, subject to Section 2.10, distribute such payment to the Lenders in such manner as the definition Agent may deem appropriate in accordance with Section 2.07(c)). The Agent will distribute such payments to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M. (unless such failure to receive payment is solely caused by failure of the Depository to timely remit payments in accordance with the Depositary Agreement and such failure is cured and all amounts required to be dispersed to the Lenders on such Settlement Date are so disbursed on the applicable payment dates); otherwise the Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless directs the Agent receives notice from to debit any account maintained by the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, with the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not pay when due any amounts required to be so required), in reliance upon such assumption, distribute paid from time to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders Banks at Agent’s Payment Office, at the account designated by the Agent and shall be made in United States Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. Agent will promptly distribute to each Bank its Pro Rata Share (or after the occurrence of a Sharing Event, under the Intercreditor Agreement, its Intercreditor Agreement Adjusted Pro Rata Share) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 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. If and to the extent the Borrower makes a payment in full to Agent no later than 1:00 p.m. (New York City time) on any Business Day and Agent does not distribute to each Bank its Pro Rata Share of such payment in like funds as received on the same Business Day, Agent shall pay to each Bank on demand interest on such amount as should have been distributed to such Bank at the Federal Funds Rate for each day from the date such payment was received until the date such amount is distributed. (i) For any payment received by Agent from or on behalf of the Borrower in respect of Obligations that are then due and payable (and prepayments pursuant to Section 2.04), and with respect to any proceeds obtained upon the exercise of any remedies of Agent for the benefit of the Banks hereunder or under any other Loan Document, in each case prior to the occurrence of a Sharing Event, Agent will promptly distribute such amounts in like funds as received to each Bank, its Pro Rata Share; provided, however, that with respect to any Bank that is a Defaulting Bank at the time that Agent makes any distribution of payments contemplated above, all amounts paid by or on behalf of the Borrower for the account of such Defaulting Bank arising from any such Obligation will be applied, as follows: first, to Agent, any Issuing Bank, or any other Bank, on a pro rata basis, for amounts then due and payable from such Defaulting Bank to such parties in connection with any such party’s advance of funds that have not been reimbursed by the Defaulting Bank under this Agreement with respect to any Revolving Loans or L/C Advance to the extent that such obligations of the Defaulting Bank relate to Revolving Loans or Letters of Credit extended or Issued (as applicable) prior to such Bank becoming a Defaulting Bank and not thereafter repaid, amended or Issued; second, to an account identified by and under the control of Agent (maintained for the benefit of the Banks), until amounts deposited in such account, with respect to a 3rd A&R Credit Agreement [Enserco] 011038.0122\517034.09 Defaulting Bank, equal such Defaulting Bank’s Pro Rata Advance Share or its Pro Rata Adjusted Share, as applicable, of each Letter of Credit outstanding at the time that such Bank became a Defaulting Bank and not thereafter repaid, amended, or Issued, as the case may be; and third, the remainder, if any, to the Defaulting Bank. Any amounts held from time to time with respect to a Defaulting Bank in the account referred to in the last clause of the preceding sentence (i) which then exceed the amount referred to in such clause or (ii) when such bank shall cease to be a Defaulting Bank shall be paid to such Defaulting Bank within one (1) Business Day. (ii) For any payment received from or on behalf of the Borrower by Agent on or after the occurrence of a Sharing Event, Agent will promptly distribute such payment in accordance with Section 2.01 of the Intercreditor Agreement. (b) Subject to the provisions set forth in the definition of “Interest Period” hereinhere, whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders Banks at Agent’s Payment Office, at the account designated by the Agent and shall be made in United States Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. Agent will promptly distribute to each Bank its Pro Rata Share (or after the occurrence of a Sharing Event under Section 9.04 hereof, its Adjusted Pro Rata Share) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 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. If and to the extent the Borrower makes a payment in full to Agent no later than 1:00 p.m. (New York City time) on any Business Day and Agent does not distribute to each Bank its Pro Rata Share of such payment in like funds as received on the same Business Day, Agent shall pay to each Bank on demand interest on such amount as should have been distributed to such Bank at the Federal Funds Rate for each day from the date such payment was received until the date such amount is distributed. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lender or Lenders , to which such payments are owed at the account designated by the Agent Administrative Agent’s Principal Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (1:00 p.m., New York time) , on the date specified herein. Any payment received by the Administrative Agent later than 11:00 a.m. 1:00 p.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. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to the Fee Letters or Sections 4.07(b) or 5.01(a) of this Agreement or any other amounts payable solely to any Letter of Credit Issuer hereunder for its own account) to the Lenders and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following 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, provided that in the case of Interest Periods with respect to Eurodollar Rate Loans, if payment on the last day of such Interest Period would fall in another calendar month because the due date is not a Business Day, then such payment shall be due on the immediately preceding Business Day. (c) Notwithstanding the terms of Section 12.09 of this Agreement, the Borrower hereby authorizes each Lender, if and to the extent that any payment owed to such Lender is not paid by the Borrower to the Administrative Agent when due hereunder or under any other Loan Document, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. (d) Unless the Administrative Agent receives notice from the Borrower prior to before the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds date, and the Administrative Agent may (but shall not be so required)may, in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent that the Borrower has not so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidon which such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders or the Agents) All payments shall be paid not later than 2:00 P.M. on the date when due, in funds immediately available to be made by the Borrower Administrative Agent at the Administrative Agent's Office. Each such payment shall be made without irrespective of any set-off, recoupment counterclaim or counterclaimdefense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against any Agent or any Lender. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails so to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.13, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments in like funds to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in directs the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from to debit any account maintained by the Borrower prior with the Administrative Agent to the date on which pay when due any payment is due amounts required to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full be paid from time 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. Each payment of principal of and interest on Loans, LC Obligations and fees hereunder (aother than fees payable directly to the Issuing Lenders or the Agents) All payments shall be paid not later than 2:00 P.M. on the date when due, in the applicable currency and in funds immediately available to be made by the Borrower Administrative Agent at the Administrative Agent's Office. Each such payment shall be made without irrespective of any set-off, recoupment counterclaim or counterclaimdefense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against any Agent or any Lender. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails so to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 2.13, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments in like funds to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurocurrency Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day for such currency. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs the Administrative Agent to debit any account maintained by the Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement. Unless converted to Dollars pursuant to the express terms of this Agreement, all payments in respect of the principal of or interest on the following Business DayLoans denominated in any Available Alternative Currency, and such extension all reimbursement of time amounts drawn under Letters of Credit denominated in an Available Alternative Currency, shall be made by the Borrower in such case be included in the computation of interest or fees, as the case may beAlternative Currency. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as Unless otherwise expressly provided hereinin a Loan Document, all payments by the Borrower to the Protected Parties pursuant to each Loan Document shall be made by the Borrower (or by its designee) to the Administrative Agent for the pro rata account of the Lenders Protected Parties entitled to receive such payment or, at the account designated by direction of the Agent and Administrative Agent, directly to such Protected Parties. All payments shall be made without setoff, deduction (except for Taxes which are expressly addressed in Dollars and in immediately available funds, no Section 3.01) or counterclaim not later than 11:00 a.m. (A.M. New York time) City time on the date specified hereindue in Dollars in same day or immediately available funds to such account or accounts (if payment is to be made directly to the Protected Parties) as the Administrative Agent shall specify from time to time by notice to the Borrower. Any payment Funds received by the Agent later than 11:00 a.m. (New York time) after that time shall be deemed to have been received by the Administrative Agent or a Protected Party, as the case may be, on the following next succeeding Business Day and any applicable interest or fee Day. In the event that a payment is made to Administrative Agent for the pro rata account of the Protected Parties entitled to such payment, the Administrative Agent shall continue promptly remit in same day funds to accrue. (b) Subject to each Protected Party its share, if any, of such payments received by the provisions set forth in Administrative Agent for the definition account of “Interest Period” herein, whenever such Protected Party. Whenever any payment is due to be made hereunder or under any Loan, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be due made, and the last day of such Interest Period shall occur, on the following Business Day immediately preceding such day, and interest at the Applicable Rate shall accrue on such amount from the original due date to such next Business Day; provided that with respect to any payments to be made on a Payment Date, and such extension of time Payment Date shall in occur on the next succeeding Business Day unless such case be included next succeeding Business Day would fall in the computation of interest or fees, as the case may be. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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)next calendar month, in reliance upon which case such assumption, distribute to each Lender Payment Date shall occur on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidnext preceding Business Day.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment recoupment, deduction or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders at Administrative Agent’s Payment Office, at the account designated by the Agent and shall be made in United States Dollars and in immediately available funds, no later than 11:00 a.m. 3:00 p.m. (New York City time) on the date specified herein. Subject to Section 2.15, except as otherwise expressly provided herein, Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or after the occurrence of a Sharing Event, its Adjusted Pro Rata Share) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. 3:00 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. If and to the extent the Borrower makes a payment in full to Administrative Agent no later than 3:00 p.m. (New York City time) on any Business Day and Administrative Agent does not distribute to each Lender its Pro Rata Share (or after the occurrence of a Sharing Event, its Adjusted Pro Rata Share) of such payment in like funds as received on the same Business Day, Administrative Agent shall pay to each Lender on demand interest on such amount as should have been distributed to such Lender at the Federal Funds Rate for each day from the date such payment was received until the date such amount is distributed. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at a rate equal to the Federal Funds Rate or such higher overnight rate then in effect in accordance with banking industry rules or standard practices in New York, New York on interbank compensation, as determined by the Administrative Agent, for each day in the period from and including the date such amount is distributed to such Lender until (but not including) the date repaidon which such Lender makes such amount immediately available to the Administrative Agent.

Payments by the Borrower. Each payment of principal of and interest on Loans and fees hereunder (aother than fees payable directly to the Agents) All payments shall be paid not later than 2:00 P.M. on the date when due, in funds immediately available to be made by the Borrower Administrative Agent at the Administrative Agent's Office. Each such payment shall be made without irrespective of any set-off, recoupment counterclaim or counterclaimdefense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against any Agent or any Lender. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders , at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. (New York time) after 2:00 P.M. shall be deemed to have been received on the following next Business Day and Day. The Borrower shall, at the time it makes any applicable interest or fee shall continue to accrue. (b) Subject payments under this Agreement, specify to the provisions set forth Administrative Agent the Loan, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails so to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to SECTION 2.12, distribute such payment to the Lenders in such manner as the definition Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments in like funds to the applicable Lenders on the date of “Interest Period” hereinreceipt thereof, whenever if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment is hereunder shall be due on a day other than which is not a Business Day, such the date for payment thereof shall be due on extended to the following next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and such extension of time shall in such case be included in directs the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from to debit any account maintained by the Borrower prior with the Administrative Agent to the date on which pay when due any payment is due amounts required to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full be paid from time 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidtime under this Agreement.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent’s Payment Office and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York time) on the date specified herein. Any payment received by the Administrative Agent later than 11:00 a.m. 12:00 noon (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 provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless If at any time insufficient funds are received by and available to the Administrative Agent receives notice from the Borrower prior to pay fully all amounts of principal, interest and fees then due from the date on which any Borrower hereunder, such funds shall be applied (i) first, towards payment is of interest and fees then due from the Borrower hereunder in respect of the Uncommitted Facility, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to the Lenders that such parties and (ii) second, towards payment of principal and unreimbursed drawings under Letters of Credit then due from the Borrower will not make such payment hereunder in full as respect of the Uncommitted Facility, ratably among the parties entitled thereto in accordance with the amounts of principal and when required, the Agent may assume that the Borrower has 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 unreimbursed drawings under Letters of Credit then due such Lender. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidparties.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, deduction, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made in Dollars to the Administrative Agent for the account of the Lenders , at the account designated by the Agent and Administrative Agent's Payment Office. Such payments shall be made in Dollars and in immediately available fundsSame Day Funds, no later than 11:00 a.m. 12:00 p.m. (New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 11:00 a.m. 12:00 p.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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Administrative Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Administrative Agent for the account of the Lenders , at the account designated by the Agent Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 11:00 a.m. 12:00 noon (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 11:00 a.m. 3:00 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. (b) Subject to the provisions 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 due made on the following 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. (c) Unless the Administrative Agent receives written notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the 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, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrower. (a) All payments (including prepayments) to be made by the Borrower each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent (for the ratable account of the Lenders , Persons entitled thereto) at the account designated by address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2) and shall be made in Dollars and by wire transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than 11:00 a.m. (New York time) 12:00 p.m. on the date specified hereindue. Any payment which is received by the Agent later than 11:00 a.m. (New York time) shall 12:00 p.m. may in Agent’s discretion be deemed to have been received on such day or the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The 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. The Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees, fronting fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) Business Days’ prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. Unless Agent shall have received notice from the Borrower prior to the time at which any payment is due to Agent for the account of the Lenders or the L/C Issuers hereunder that the Borrower will not make such payment, the Agent may, in reliance upon such assumption, distribute to the applicable Lenders or L/C Issuers, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the applicable Lenders or L/C Issuers, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment (including, if applicable, any interest or fees) shall be due made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation computation, and if applicable, payment, of interest or fees, as the case may be. (c) Unless During the continuance of an Event of Default, Agent receives notice from may, and shall upon the direction of Required Lenders or following acceleration of any Loans, 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 contrary, all payments made by Credit Parties to Agent 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 fees, costs, expenses and indemnitees and other amounts, including Attorney Costs, of Agent payable or reimbursable to Agent in its capacity as such under the Loan Documents; second, to payment of fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees), including Attorney Costs, of Lenders and L/C Issuers payable or reimbursable under this Agreement, ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to payment of accrued and unpaid Letter of Credit Fees and interest on (x) the Loans, (y) the L/C Reimbursement Obligations and (z) other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause third payable to them; fourth, to payment of unpaid principal of the Loans, L/C Reimbursement Obligations and Obligations then owing under Secured Rate Contracts and Cash Management Obligations, ratably among the Lenders, the L/C Issuers, the Cash Management Banks and Secured Swap Providers in proportion to the respective amounts described in this clause fourth held by them; fifth, to payment to Agent for the account of the L/C Issuers, to cash collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 7.5; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. Subject to Sections 1.1(c) and 7.5, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the date on which any payment is due application to the next succeeding category, (ii) each of the Lenders that the Borrower will not make such or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has 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 receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Rate Contract Obligations of such Guarantor. Notwithstanding the amount then due such Lender. If foregoing, Obligations arising under Secured Rate Contracts and to Cash Management Obligations shall be excluded from the extent the Borrower application described above if Agent has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lenderreceived written notice thereof, together with interest thereon at the Federal Funds Rate for each day such supporting documentation as Agent may request, from the date applicable Cash Management Bank or Secured Swap Provider, as the case may be. Each Cash Management Bank or Secured Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such amount is distributed notice, be deemed to such Lender until have acknowledged and accepted the date repaidappointment of Agent pursuant to the terms of Article VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

Payments by the Borrower. (a) All Subject to Section 5.1, all payments to be made by the Borrower shall be made without set-off, recoupment recoupment, or counterclaimcounterclaim except as otherwise expressly permitted hereunder. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent Agent, for the account of the Lenders (but in any event in one wire transfer), at pursuant to the account designated by the Agent wire instructions in Section 16.7, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York timeCentral Standard Time) on the date specified herein. Any payment received by the Agent later than 11:00 a.m. 1:00 p.m. (New York timeCentral Standard Time) shall may, at the option of the Majority Lenders, be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrueaccrue through such date. (b) Subject to the provisions 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 due on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so requiredat the written direction of the Majority Lenders under Article 15), 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 the Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (c) Unless Agent shall have been notified by any Lender prior to the applicable Funding Date that such Lender does not intend to make available to Agent the amount of such Lender’s Loan requested on such Funding Date, Agent may assume that such Lender has made such amount available to Agent on such Funding Date and Agent may, at the written direction of the Majority Lenders under Article 15, but shall not be obligated to, make available to the Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at, if paid within one Business Day of demand therefor, the Federal Funds Rate, and if paid thereafter, at the interest rate provided in Section 2.4(a). If such Lender does not pay such corresponding amount forthwith upon Agent’s demand therefor, Agent shall promptly notify the Borrower and the Borrower shall pay such corresponding amount to Agent together with interest thereon within one Business Day of demand for payment by Agent, for each day from such Funding Date until the date such amount is paid to Agent, at the interest rate provided in Section 2.4(a). Nothing in this Section 3.4(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. (d) The Borrower agrees to compensate each Lender for any loss, cost or expense (collectively, “Breakage Costs”) actually incurred by such Lender as a result of the making of a payment of the Loans for any reason (including the acceleration of the maturity of the Loans following an Event of Default) on a day that is not the last day of the applicable Interest Period. To avoid doubt “Breakage Costs” shall not include the interest margins applicable to such prepaid Loans. Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under this Section 3.4(d), which certificate shall provide reasonable detail as to the calculation of such Breakage Costs. Such certificate shall constitute prima facie evidence of the amount of such Breakage Costs, which shall be calculated by each Lender on a reasonable basis, consistent with the basis on which such calculations are then being made by similarly situated banks or financial institutions generally.

Payments by the Borrower. (a) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Agent for the account of the Lenders Banks at Agent’s Payment Office, at the account designated by the Agent and shall be made in United States Dollars and in immediately available funds, no later than 11:00 a.m. 1:00 p.m. (New York City time) on the date specified herein. Agent will promptly distribute to each Bank its Pro Rata Share (or after the occurrence of a Sharing Event, under the Intercreditor Agreement, its Adjusted Pro Rata Share) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. 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. If and to the extent the Borrower makes a payment in full to Agent no later than 1:00 p.m. (New York City time) on any Business Day and Agent does not distribute to each Bank its Pro Rata Share of such payment in like funds as received on the same Business Day, Agent shall pay to each Bank on demand interest on such amount as should have been distributed to such Bank at the Federal Funds Rate for each day from the date such payment was received until the date such amount is distributed. (b) Subject to the provisions set forth in the definition of “Interest Period” hereinhere, whenever any payment is due on a day other than a Business Day, such payment shall be due made on the following 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. (c) Unless the Agent receives notice from the Borrower prior to the date on which any payment is due to the Lenders Banks that the Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has 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 Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Borrower has not made such payment in full to the Agent, each Lender Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.