Common use of Payments by the Borrower Clause in Contracts

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's Applicable Percentage of the Credit; or (ii) all other payments received by the Agent including amounts received on the enforcement of Guarantees, in accordance with each Lender's Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a1) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.145.17), the Agent shall distribute: (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; or (iic) all other payments received by the Agent including amounts received on the enforcement of Guarantees, in accordance with each Lender's ’s Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b2) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Administrative Agent and shall be distributed by the Administrative Agent to the Lenders as soon as possible upon receipt by the Administrative Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Administrative Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender’s Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage ’s Advanced Share of the Credit; orAdvances to which the payment relates; (iic) payments of standby fees in accordance with Section 4.3; and (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except ’s Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.6, if the Administrative Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Administrative Agent, the Administrative Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender's ’s share of the amount received by the Administrative Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Administrative Agent to but excluding the date on which the payment is made by the Administrative Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a1) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14), the The Agent shall distribute: (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; orand (iic) all other payments received by the Agent including amounts received on upon the enforcement of Guarantees, the Security in accordance with each Lender's ’s Applicable Percentage of the Credit except provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b2) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (ia) the Interbank Reference Rate per annum multiplied by (iib) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iiic) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall the number of days in the calendar year in which the same is to be entitled to withhold any Tax applicable to any payment as required by Applicable Lawascertained.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.146.17), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; or (ii) all other payments received by the Agent Agent, including amounts received on the enforcement of GuaranteesGuarantees or Security Documents, in accordance with each Lender's ’s Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum annum, multiplied by (ii) the Lender's ’s share of the amount received by the Agent from or on behalf of the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including but not limited to Section 6.149.5), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Proportionate Share of the relevant Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage Proportionate Share of the relevant Credit; or (iic) all other payments received by the Agent including including, without limitation, amounts received on upon the enforcement realization of GuaranteesSecurity, in accordance with each Lender's Applicable Percentage Proportionate Share of the relevant Credit except provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) . If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender’s Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage ’s Advanced Share of the Credit; orAdvances to which the payment relates; (iic) payments of standby fees in accordance with Section 4.3; and (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except ’s Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.5, if the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower Borrowers pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.146.17), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; or (ii) all other payments received by the Agent including amounts received on the enforcement of Guarantees, in accordance with each Lender's ’s Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower Borrowers to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the either Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.146.13), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's Applicable Percentage of the Credit; or (ii) all other payments received by the Agent including amounts received on the enforcement of Guarantees, in accordance with each Lender's Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.146.17), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's Applicable Percentage of the Credit; or (ii) all other payments received by the Agent including amounts received on the enforcement of Guarantees, in accordance with each Lender's Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) 4.26.1 All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.144.27), the Agent shall distribute: : (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the applicable Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the applicable Credit; or and (iic) all other payments received by the Agent Agent, including amounts received on the upon enforcement of Guaranteesthe Obligations, in accordance with each Lender's ’s Applicable Percentage of the Credit applicable Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) 4.26.2 If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum determined by the Agent in accordance with prevailing banking industry practice on interbank compensation multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent 365 and the Borrower shall not be entitled to withhold responsible for the payment of such interest or the reimbursement of any Tax applicable to any such payment as required by Applicable Lawthe Agent.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14without limitation Sections 6.1 and 10.5), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Proportionate Share of the relevant Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage Proportionate Share of the relevant Credit; or (iic) all other payments received by the Agent including including, without limitation, amounts received on upon the enforcement realization of GuaranteesSecurity, in accordance with each Lender's Applicable Percentage Proportionate Share of the relevant Credit except provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) . If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the later of the day that payment is made or the day it is deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a1) All Except as otherwise provided herein, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14but not limited to Sections 6.22 and 6.24), the Agent shall distribute: (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the Credit Facility; (b) payments of Facility Fees in accordance with each Lender’s Applicable Percentage of the Credit Facility; (c) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the CreditCredit Facility, provided however that the Agent may adjust a Lender’s allocation to the closest multiple of $1,000; orand (iid) all other payments received by the Agent including amounts received on upon the enforcement realization of Guarantees, Security in accordance with each Lender's ’s Applicable Percentage of the Credit except Facility provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (2) All payments made by or on behalf of the Borrower pursuant to this Agreement with respect to any L/C shall be made to and received by the Agent. Subject to Sections 6.22 and 6.24, the Agent shall distribute all payments received by it with respect to any L/C as follows: (a) if the amount received by the Agent is an amount reimbursing the Issuing Bank for amounts paid by the Issuing Bank, payment shall be made to the Issuing Bank, to the extent that the Issuing Bank has not been previously reimbursed by the Borrower or the Lenders or otherwise as provided for herein, and to the extent that the Issuing Bank has been previously reimbursed by the Lenders, to such Lenders in accordance with each Lender’s Applicable Percentage of the Credit Facility; (b) if the amount received by the Agent is an amount in respect of an L/C Commission or the Fronting Fee: (i) payment shall be made firstly to the Issuing Bank of an amount in respect of the Fronting Fee to the extent not already received, and (ii) payment shall be made thereafter to each Lender of its Applicable Percentage of the amount of the L/C Commission received. (3) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall the number of days in the calendar year in which the same is to be entitled to withhold any Tax applicable to any payment as required by Applicable Lawascertained.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.144.26), the Agent shall distribute: (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; orand (iic) all other payments received by the Agent Agent, including amounts received on the upon enforcement of Guaranteesthe Obligations, in accordance with each Lender's ’s Applicable Percentage of the Credit Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) . If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum determined by the Agent in accordance with prevailing banking industry practice on interbank compensation multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent 365 and the Borrower shall not be entitled to withhold responsible for the payment of such interest or the reimbursement of any Tax applicable to any such payment as required by Applicable Lawthe Agent.

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender’s Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage Xxxxxx’s Advanced Share of the Credit; orAdvances to which the payment relates; (iic) payments of standby fees in accordance with Section 4.3; and (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except ’s Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.5, if the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender's Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage Advanced Share of the CreditAdvances to which the payment relates; orLEGAL_l:28867748.6 (iic) payments of standby fees in accordance with Section 4.3; (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.5, if the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a) All payments (including prepayments) to be made by or each Credit Party on behalf account of the Borrower pursuant to this Agreement principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to and received by Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be distributed made in the currency in which such obligation is denominated and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (Toronto time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (Toronto time) may in Agent’s discretion be deemed to have been received on the Lenders as soon as possible upon receipt by 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 Agent. Except as required right to make direct the application during the continuance of an Event of Default of any and all payments in respect of the Other Secured Obligations any Obligation and any proceeds of Collateral. The Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Canadian Prime Rate Loan (if denominated in Canadian Dollars) or as otherwise provided a U.S. Base Rate Loan (if denominated in this Agreement (including Section 6.14), the Agent shall distribute: U.S. Dollars) to pay (i) repayments interest, principal, L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of principal Credit Fees, in accordance with each Lender's Applicable Percentage of instance, on the Credit; or date due, or (ii) all after five (5) days’ prior notice to the Borrower, other payments received fees, costs or expenses payable by the Agent including amounts received on Borrower or any of its Subsidiaries hereunder or under the enforcement of Guarantees, in accordance with each Lender's Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligationsother Loan Documents. (b) If Subject to the Agent does not distribute provisions set forth in the definitions of “BA Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a Lender's share of day other than a Business Day, such payment shall be made by the Borrower to that Lender for value on the day that payment is made next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or deemed to have been made to fees, as the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Lawcase may be.

Payments by the Borrower. (a1) All Except as otherwise specified in this Agreement, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible promptly upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14Sections 3.2(3) and 9.14), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Applicable Percentage of the relevant Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage of the relevant Credit; orand (iic) all other payments received by the Agent Agent, including amounts received on the enforcement realization of GuaranteesSecurity, in accordance with each Lender's Applicable Percentage of the Credit relevant Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount proceeds of realization in excess of the amounts Obligations owing to it in respect of the Obligationsit. (b2) Notwithstanding Section 9.13(1), before the Agent distributes amounts to Lenders received from the Borrower following the occurrence of an Event of Default or upon on the realization of Security, the Agent shall deduct from the amounts received the pari passu share to which Persons to whom the Other Secured Obligations are owed are entitled in accordance with Section 3.2(1) and distribute the amount deducted to those Persons in accordance with their respective entitlements, concurrently with distributing the balance to the Lenders in accordance with Section 9.13(1). (3) If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (ia) the Interbank Reference Rate per annum multiplied by (iib) the Lender's share of the amount received by the Agent from the Borrower and not so distributeddistributed to the Lender, multiplied by (iiic) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such the Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law. (4) The Agent may debit accounts, credits and other balances maintained by the Borrower from time to time with the Agent or its Affiliates to facilitate or otherwise obtain payment of interest, fees and other Obligations owing by the Borrower.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14but not limited to Sections 5.1.7 and 12.5), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Proportionate Share of the relevant Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage Proportionate Share of the relevant Credit; or (iic) all other payments received by the Agent including including, without limitation, amounts received on upon the enforcement realization of GuaranteesSecurity, in accordance with each Lender's Applicable Percentage Proportionate Share of the relevant Credit except provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) . If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Administrative Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Administrative Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Administrative Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender's Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage Advanced Share of the Credit; orAdvances to which the payment relates; (iic) payments of standby fees in accordance with Section 4.3; and (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.6, if the Administrative Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Administrative Agent, the Administrative Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender's share of the amount received by the Administrative Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Administrative Agent to but excluding the date on which the payment is made by the Administrative Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower Borrowers pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.146.18), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; or (ii) all other payments received by the Agent including amounts received on the enforcement of Guarantees, in accordance with each Lender's ’s Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower Borrowers to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the either Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a1) All Except as otherwise specified in this Agreement, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of Other Secured Obligations to which the Persons to whom the Other Secured Obligations are owed are entitled in accordance with Section 3.2(1), or as otherwise provided in this Agreement (including Section 6.14Sections 3.2(3) and 9.18), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Applicable Percentage of the relevant Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage of the relevant Credit; or (iic) all other payments received by the Agent Agent, including amounts received on the enforcement realization of GuaranteesSecurity, in accordance with each Lender's Applicable Percentage of the Credit relevant Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount proceeds of realization in excess of the amounts Obligations owing to it in respect of the Obligationsit. (b2) If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (ia) the Interbank Reference Rate per annum multiplied by (iib) the Lender's share of the amount received by the Agent from the Borrower and not so distributeddistributed to the Lender, multiplied by (iiic) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such the Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law. (3) The Agent may debit accounts, credits and other balances maintained by the Borrower from time to time with the Agent or its Affiliates to facilitate or otherwise obtain payment of interest, fees and other Obligations owing by the Borrower.

Payments by the Borrower. (a1) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.145.17), the Agent shall distribute: (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; or (iic) all other payments received by the Agent including amounts received on the enforcement realization of GuaranteesSecurity, in accordance with each Lender's ’s Applicable Percentage of the Credit except that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b2) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including but not limited to Section 6.148.5), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Proportionate Share of the Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage Proportionate Share of the Credit; orand (iic) all other payments received by the Agent including including, without limitation, amounts received on upon the enforcement realization of GuaranteesSecurity, in accordance with each Lender's Applicable Percentage Proportionate Share of the Credit except provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) . If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Administrative Agent and shall be distributed by the Administrative Agent to the Lenders as soon as possible upon receipt by the Administrative Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Administrative Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender’s Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage Xxxxxx’s Advanced Share of the Credit; orAdvances to which the payment relates; (iic) payments of standby fees in accordance with Section 4.1; and (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except ’s Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.6, if the Administrative Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Administrative Agent, the Administrative Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the Lender's ’s share of the amount received by the Administrative Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Administrative Agent to but excluding the date on which the payment is made by the Administrative Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a) 4.24.1 All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.144.25), the Agent shall distribute: : (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the applicable Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the applicable Credit; or and (iic) all other payments received by the Agent Agent, including amounts received on the upon enforcement of Guaranteesthe Obligations, in accordance with each Lender's ’s Applicable Percentage of the Credit applicable Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) 4.24.2 If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum determined by the Agent in accordance with prevailing banking industry practice on interbank compensation multiplied by (ii) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent 365 and the Borrower shall not be entitled to withhold responsible for the payment of such interest or the reimbursement of any Tax applicable to any such payment as required by Applicable Lawthe Agent.

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.146.11(b)), the Agent shall distribute: (i) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the Credit; or (ii) all other payments received by the Agent Agent, including amounts received on the enforcement of GuaranteesGuarantees or Security Documents, in accordance with each Lender's ’s Applicable Percentage of the Credit except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate per annum annum, multiplied by (ii) the Lender's ’s share of the amount received by the Agent from or on behalf of the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.

Payments by the Borrower. (a1) All Except as otherwise specified in this Agreement, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible promptly upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14Sections 3.2(3) and 9.15), the Agent shall distribute: (ia) payments of interest in accordance with each Lender’s Applicable Percentage of the relevant Credit; (b) repayments of principal in accordance with each Lender's ’s Applicable Percentage of the relevant Credit; orand (iic) all other payments received by the Agent Agent, including amounts received on the enforcement realization of GuaranteesSecurity, in accordance with each Lender's ’s Applicable Percentage of the Credit relevant Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount proceeds of realization in excess of the amounts Obligations owing to it in respect of the Obligationsit. (b2) Notwithstanding Section 9.14(1), before the Agent distributes amounts to Lenders received from the Borrower following the occurrence of an Event of Default or upon on the realization of Security, the Agent shall deduct from the amounts received the pari passu share to which Persons to whom the Other Secured Obligations are owed are entitled in accordance with Section 3.2(1) and distribute the amount deducted to those Persons in accordance with their respective entitlements, concurrently with distributing the balance to the Lenders in accordance with Section 9.14(1). (3) If the Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (ia) the Interbank Reference Rate per annum multiplied by (iib) the Lender's ’s share of the amount received by the Agent from the Borrower and not so distributeddistributed to the Lender, multiplied by (iiic) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such the Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law. (4) The Agent may debit accounts, credits and other balances maintained by the Borrower from time to time with the Agent or its Affiliates to facilitate or otherwise obtain payment of interest, fees and other Obligations owing by the Borrower.

Payments by the Borrower. (a) All Unless otherwise expressly provided in this Agreement as among the Lenders, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Administrative Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Administrative Agent. Except as required Subject to make payments in respect any other provision of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.14)concerning the distribution of payments, the Administrative Agent shall distributecause distribution of: (ia) payments of interest in accordance with each Lender’s Advanced Share of the Advances to which the payment relates; (b) repayments of principal in accordance with each Lender's Applicable Percentage ’s Advanced Share of the Credit; orAdvances to which the payment relates; (iic) payments of standby fees in accordance with Section 4.3; and (d) all other payments received by the Agent including including, without limitation, amounts received on the enforcement of Guaranteesupon realization, in accordance with each Lender's Applicable Percentage of the Credit except ’s Proportionate Share; provided, however, that with respect to proceeds of enforcementrealization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) If Accommodations. Subject to Section 12.6, if the Administrative Agent does not distribute a Lender's ’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Administrative Agent, the Administrative Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum then in use at the Branch as a syndicate LEGAL_1:36982001.9 lender late payment rate, multiplied by (ii) the Lender's ’s share of the amount received by the Administrative Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Administrative Agent to but excluding the date on which the payment is made by the Administrative Agent to such Lender and the denominator of which is three hundred and sixty-five (365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law).

Payments by the Borrower. (a) All payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as required to make payments in respect of the Other Secured Obligations or as otherwise provided in this Agreement (including Section 6.144.28), the Agent shall distribute: (ia) payments of interest in accordance with each Lender's Applicable Percentage of the Credit; (b) repayments of principal in accordance with each Lender's Applicable Percentage of the Credit; orand (iic) all other payments received by the Agent Agent, including amounts received on the upon enforcement of Guaranteesthe Obligations, in accordance with each Lender's Applicable Percentage of the Credit Credit, except that with respect to proceeds of enforcement, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations. (b) . If the Agent does not distribute a Lender's share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (i) the Interbank Reference Rate rate per annum determined by the Agent in accordance with prevailing banking industry practice on interbank compensation multiplied by (ii) the Lender's share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any payment as required by Applicable Law.