Common use of Payments by the Borrowers Clause in Contracts

Payments by the Borrowers. The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

Payments by the Borrowers. The applicable Each Borrower shall shall, severally and not jointly, make each payment required to be made by it such Borrower hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or under Section 2.122.14, 2.13 2.15 or 2.142.16, or otherwise) or under any other Loan Document to which such Borrower is a party (except to the extent otherwise provided therein) prior to 12:00 noon2:00 p.m., New York City timeLocal Time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that as otherwise expressly provided in the relevant Loan Document to which such Borrower is a party and except payments to be made directly to an Issuing Bank as expressly provided herein and payments pursuant to Sections 2.122.14, 2.132.15, 2.14 2.16 and 10.03 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments hereunder required under Section 2.14, and payments required under Section 2.15 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.15 or any reimbursement or cash collateralization of any LC Exposure denominated in any Foreign Currency, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if a Borrower shall fail to pay any principal of any Loan made to such Borrower or LC Disbursement with respect to such Borrower when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan or such LC Disbursement shall, if such Loan or such LC Disbursement is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if a Borrower shall fail to pay any interest on any Loan made to such Borrower or LC Disbursement with respect to such Borrower that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars or on the applicable Multicurrencydue date therefor (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.17, 2.13 2.18 or 2.142.19, or otherwise) or under any other Loan Document (except as otherwise expressly provided therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-set off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at an account maintained with the Administrative Agent as followsnotified to the Company and the Lenders, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.17, 2.132.18, 2.14 2.19 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under any other Loan Document shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Appropriate Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to such Agent (or under such other address as such the Appropriate Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars with respect to US Obligations and CDN $ or 2.14Dollars with respect to Canadian Obligations, or otherwise) prior to 12:00 noon, New York City time, based on the date when duecurrency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than noon (Chicago time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after by an Agent later than noon (Chicago time) may in such time on any date may, in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of the Obligations of such Borrower and any proceeds of Collateral with respect thereto. All such payments US Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be made a Base Rate Loan and which may be a US 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 written notice to the Administrative US Borrower, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. Canadian Borrower hereby authorizes Canadian Agent as followsand each Canadian Lender to make a Canadian Revolving Loan (which shall be a Base Rate Loan and which may be a Canadian Swing Loan) to pay (i) interest, except that payments principal of Canadian Loans, Canadian L/C Reimbursement Obligations, and Canadian Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents; provided, nothing in this subsection 1.10(a) shall be deemed to limit or impair Borrowers’ rights to dispute any Credit Party’s obligation to pay fees, costs or expenses pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person this Agreement. (b) Subject to the appropriate recipient promptly following receipt thereof. If 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 day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the case computation of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrencyfees, as applicablethe case may be.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent for the account of principalthe Banks at the 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 the Offshore Currency in which such Loan is denominated or feespayable, or under Section 2.12and, 2.13 or 2.14with respect to all other amounts payable hereunder, or otherwiseshall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) prior in the case of Offshore Currency payments, no later than such time on the dates specified herein as may be determined by the Agent to 12:00 noonbe necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, New York City and (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco time, ) on the date when due, in immediately available funds, without set-off specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or counterclaim; other applicable share as expressly provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan herein) of such Lender payment in like funds as received. Any payment received by the same currencyAgent later than 10:00 a.m. (San Francisco time), such Lender shall apply or later than the proceeds of such new Loan to time specified by 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 a Borrower prior to the next succeeding Business date on which any payment is due to the 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 Same Day andFunds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower has not made such payment in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate or, in the case of any a payment accruing interestin an Offshore Currency, interest thereon shall be payable the Overnight Rate, for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Bank until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off or feescounterclaim and shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, and shall be made in Dollars or under Section 2.12the applicable Eligible Currency in the case of Multicurrency Loans (or where such amount is denominated in the Euro and payment thereof is to be made in the Euro and in immediately available, 2.13 or 2.14freely transferable, or otherwisecleared funds to such account with such bank in such principal financial center as the Agent shall have specified for this purpose) prior to 12:00 noon, New York City time, on the date when due, and in immediately available funds, without set-off no later than 1:00 P.M. (New York City time) (or counterclaim; provided that 3:00 P.M. (New York City time) in the case of Swingline Loans) (or 1:00 P.M. (London time) in the case of Multicurrency Loans) on the date specified herein. The Agent will promptly distribute to each Bank its share, if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan any, of such Lender principal, interest, fees or other amounts, in like funds as received (except as set forth in Section 2.12(e)). Any payment which is received by the Agent later than 1:00 P.M. (New York City time) (or 3:00 P.M. (New York City time) in the same currency, such Lender shall apply the proceeds case 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 Revolving Lender to the Administrative Agent as provided Swingline Loans) (or 1:00 P.M. (London time) in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, Multicurrency Loans) shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All or fee shall continue to accrue until such payments shall be made payment is deemed to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If have been received. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, 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 Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent as required hereunder on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the case of any amount then due such Bank. If and to the extent such Borrower shall not have made such payment accruing interestin full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon shall be payable for each day from the period of date such extension. All payments hereunder shall be made amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate as in Dollars or the applicable Multicurrency, as applicableeffect for each such day.

Payments by the Borrowers. The applicable Each Borrower shall make each payment ------------------------- required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.13, 2.13 2.14 or 2.142.15, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Lender as expressly provided herein and payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15 and 10.03 10.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All amounts owing under this Agreement (including commitment fees, payments hereunder required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable in Dollars. Notwithstanding the foregoing, if a Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be made payable on demand; and if a Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars or on the applicable Multicurrencydue date therefor (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16, 2.18(b) and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan) to pay (i) interest, principal, 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent shall, unless otherwise directed in writing by 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, Lenders and L/C Issuers fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of 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 in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Borrower on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, or under Section 2.12and shall, 2.13 or 2.14except as otherwise expressly provided herein, or otherwisebe made to the Term Agent (for the ratable account of the Persons entitled thereto) prior to 12:00 noonand shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 4:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) Subject to Section 1.8(c)(ii), all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees (including, without limitation, any Early Termination Fee), costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term 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, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents; second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Early Termination Fee) owed to the Term Agent and the Term Lenders; fourth, to payment of principal of the Term Loan; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of any the Term Lenders or other Persons entitled to payment accruing interest, interest thereon shall receive an amount equal to its Pro Rata Percentage of amounts available to be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableapplied.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise specified herein, all payments by the Borrowers shall be made to the Agent for the account of the applicable Lenders at the Agent’s Payment Office no later than 11:00 a.m. (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwiselocal time) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of specified herein. All such Lender in the same currency, 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 payments shall be made in funds immediately available by such Revolving Lender to the Administrative Agent as provided and (i) in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date mayof principal and interest payments with respect to Offshore Rate Loans, in the discretion Applicable Currency, and (ii) in the case of any other amount, in Dollars or such other currency as shall be specified herein. The Agent will promptly distribute to each applicable Lender its applicable share of such payment in like funds as received which, except as otherwise expressly provided herein, shall be based upon such Lender’s Percentage of the Administrative Agent, Loans in respect of which such payment has been made. Any payment received by the Agent later than 1:00 p.m. (local time) shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of “Interest Period” herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 a Borrower prior to the next succeeding Business Day anddate on which any payment is due to the applicable Lenders that such Borrower will not make such payment in full as and when required, the Agent may assume that such 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 applicable Lender on such due date an amount equal to the case of any amount then due such Lender. If and to the extent a Borrower has not made such payment accruing interestin 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 period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of principalthe Banks at the Agent's Payment Office, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in dollars and in immediately available funds, without set-off no later than 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 counterclaim; other applicable share as expressly provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan herein) of such Lender payment in the same currency, 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 Revolving Lender to the Administrative Agent like funds as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bereceived. Any amounts payment received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 1:00 p.m. (New York City time) shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All or fee shall continue to accrue to such payments shall be made Business Day. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 Borrowers prior to the next succeeding Business Day anddate on which any payment is due to the Banks that the Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the case of any amount then due such Bank. If and to the extent the Borrowers have not made such payment accruing interestin full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon shall be payable at the Federal Funds Rate for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Bank until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of principalthe Lenders at the Agent's Payment Office, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is no later than 11:00 a.m. (local time) on the date specified herein. The Agent will promptly distribute to be made by any Revolving each Lender on a date the its applicable Borrower is to repay any principal of an outstanding Revolving Loan share of such Lender payment in the same currencylike funds as received which, except as otherwise expressly provided herein, shall be based upon such Lender shall apply the proceeds of such new Loan to the payment Lender's Pro Rata Share 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 Loans in respect of which such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beprepayment has been made. Any amounts payment received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 1:00 p.m. (local time) shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 a Borrower prior to the next succeeding Business Day anddate on which any payment is due to the Lenders that such Borrower will not make such payment in full as and when required, the Agent may assume that such 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 case of any amount then due such Lender. If and to the extent a Borrower has not made such payment accruing interestin 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 period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Except as otherwise expressly provided for in this Agreement, including Article X, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest or feesinterest, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, fees and other amounts required hereunder shall be made without set-off off, recoupment, counterclaim or counterclaim; deduction of any kind, shall, except as otherwise expressly provided that if a new Revolving Loan is to herein, be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, such Lender shall apply the proceeds of such new Loan to the payment Agent (for the ratable account of the principal to be repaid and only an amount equal to Persons entitled thereto) at the difference between address specified on the principal to be borrowed and the principal to be repaid shall be made available by such Revolving Lender signature page hereof for notices to the Administrative Agent as provided in Section 2.04 (or paid by such Borrower to the Administrative Agent pursuant to this paragraph, other address as the case Agent may befrom 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 funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any amounts Dollar payment which is received after such time on any date may, by the Agent later than 1:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall distribute any such payments received by it for account Borrowers and each other Credit Party hereby irrevocably waive the right to direct the application of any other Person to and all payments in respect of any Obligation and any proceeds of Collateral during the appropriate recipient promptly following receipt thereof. If continuance of an Event of Default under Section 7.1(a), 7.1(f) or 7.1(g). (b) Except as otherwise expressly provided for in this Agreement, including in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. So long as no Event of Default under Section 7.1(a) has occurred and is continuing and the Obligations shall not have been accelerated, subject to the provisions of Section 1.7(a), any and all voluntary prepayments received by the Agent in respect of any Obligation shall be applied to the Obligations to reduce the remaining scheduled amortization payments of the Loans as directed by the Borrowers and absent such direction, in direct order of maturity. 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, 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent and the Lenders; fourth, to payment of any other amounts owing constituting Secured Obligations then due and payable; and fifth, the balance, if any, after all of the Secured Obligations have been Paid in Full, to the Borrowers or as otherwise required under the ABL Intercreditor Agreement (for so long as the ABL Intercreditor Agreement remains in full force and effect) or the applicable Credit Parties or whomever 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 application to the next succeeding Business Day and, in category and (ii) each of the case Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of any payment accruing interest, interest thereon shall amounts available to be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableapplied pursuant to clauses third and fourth above.

Payments by the Borrowers. The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisea) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is All payments to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by such Revolving Lender each Borrower shall be made to the Administrative Agent Bank at the Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan or Letter of Credit denominated in an Offshore Currency, shall be made in the Offshore Currency in which such Loan or Letter of Credit 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 the case of Offshore Currency payments, no later than such time on the dates specified herein as may be determined by the Bank 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 12:00 noon (Chicago time) on the date specified herein. Any payment which is received by the Bank later than 12:00 noon (Chicago time), or later than the time specified by the Bank as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding following Business Day andDay, and such extension of time shall in such case be included in the case computation of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrencyfees, as applicablethe case may be.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without setoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of principalthe Lenders at the Agent’s Payment Office, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is no later than 11:00 a.m. (Central time) on the date specified herein. The Agent will promptly distribute to be made by any Revolving each Lender on a date the its applicable Borrower is to repay any principal of an outstanding Revolving Loan share of such Lender payment in the same currencylike funds as received which, except as otherwise expressly provided herein, shall be based upon such Lender shall apply the proceeds of such new Loan to the payment Lender’s Pro Rata Share 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 Loans in respect of which such Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beprepayment has been made. Any amounts payment received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 1:00 p.m. (Central time) shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of “Interest Period” herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 Borrowers prior to the next succeeding Business Day anddate on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the case of any amount then due such Lender. If and to the extent the Borrowers have not made such payment accruing interestin 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 LIBOR Rate plus the Applicable Margin for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim, withholding or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), Unused Commitment Fees, Letter of Credit Fees and fees payable to Agent pursuant to the Administrative Agent as followsFee Letter owing by the Borrowers on the date due, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly or (ii) after ten (10) days prior notice to the Persons entitled thereto in accordance with Borrower Representative, other fees, costs or expenses payable by such Borrower or any of its Subsidiaries hereunder or under the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person Loan Documents. (b) Subject to the appropriate recipient promptly following receipt thereof. If provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent may, and shall upon the direction of the Majority 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 from Borrowers or their Subsidiaries after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds of Collateral of any Borrower and its Subsidiaries received by the Agent from any Borrowers or its Subsidiaries 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 and the Collateral Agents payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, the Collateral Agents, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable and cash collateralization of L/C Reimbursement Obligations to the extent not then due and payable); fifth, to payment of Obligations with respect to Secured Rate Contracts; sixth, to payment of Obligations with respect to Bank Products; seventh, to payment of any other amounts owing constituting Obligations; and eighth, 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 application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above. Notwithstanding anything in clause (c) above to the contrary, to the extent the Agent receives proceeds of voting equity interests in any Foreign Subsidiary of a Credit Party, such proceeds shall be applied in accordance with (and in the order of) clauses first through sixth of clause (c) above; provided, however, that in no case shall proceeds from the sale of any payment accruing interest, interest thereon shall be payable for the period more than 65% of such extension. All voting equity interests be applied to the payments hereunder shall be made described in Dollars or the applicable Multicurrency, as applicableclauses first through fifth of clause (c) above.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Subject to Section 11.01(b), all payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off, recoupment or feescounterclaim; shall, or except as otherwise expressly provided with respect to drawings under Section 2.12Letters of Credit and elsewhere herein, 2.13 or 2.14, or otherwise) prior be made to 12:00 noon, New York City time, on the date when due, Administrative Agent for the ratable account of the Lenders at the Administrative Agent’s Office and shall be made in the currency of such Extension of Credit and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is no later than the Requisite Time therefor on the date specified herein. Subject to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currencySection 11.01(b), 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 Revolving Lender to the Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in Section 2.04 or paid like funds as received. Any payment which is received by such Borrower to the Administrative Agent pursuant to this paragraph, as later than the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, Requisite Time therefor shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Notwithstanding any other provisions of calculating interest thereon. All such this Agreement, if and to the extent that EMU Legislation provides that amounts denominated in the euro or a national currency unit (“NCU”) may be paid within a country in either the euro or the NCU of that country by crediting an account of the creditor in that country, payments shall may be made to in either the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any euro or such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If NCU. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of “Interest Period” herein. (c) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full as and when required hereunder, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the case of any amount then due such Lender. If and to the extent a Borrower shall not have made such payment accruing interestin 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 shall be payable for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate such each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of principalthe Banks at the 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 the Offshore Currency in which such Loan is denominated or feespayable, or under Section 2.12and, 2.13 or 2.14with respect to all other amounts payable hereunder, or otherwiseshall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) prior in the 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 12:00 noon, New York City noon (Chicago time, ) on the date when duespecified 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 immediately available fundslike funds as received. Any payment which is received by the Agent later than 12:00 noon (Chicago time), without set-off or counterclaim; provided that if a new Revolving Loan is to be made later than the time specified by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 applicable Borrower prior to the next succeeding Business date on which any payment is due to the Banks that the applicable Borrower will not make such payment in full as and when required, the Agent may assume that the applicable Borrower has made such payment in full to the Agent on such date in Same Day andFunds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower has not made such payment in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate or, in the case of any a payment accruing interestin an Offshore Currency, interest thereon shall be payable the Overnight Rate, for each day from the period of date such extension. amount is distributed to such Bank until the date repaid. (d) All payments hereunder on account of or with respect to any Note and the principal of, and interest on, the Loans, the Letters of Credit and all other amounts payable under this Agreement by any Borrower to the Agent, any Issuing Bank or any Bank shall be made in Dollars the Applicable Currency, without set-off or counterclaim and free and clear of and without reduction by reason of all present and future income, stamp and other taxes and levies, imposts, duties, deductions, charges, compulsory loans and withholdings whatsoever imposed, assessed, levied or collected by the U.S., any state or local government, any foreign government, any territory or possession of the U.S. or any political subdivision of taxing authority thereof or therein, together with interest thereon and penalties with respect thereto, if any, on or in respect of this Agreement, the Loans, any Note, any Letter of Credit, the registration, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees or other amounts made on, under or in respect thereof, other than any tax on or measured by the overall net income of a Bank pursuant to the income tax laws of the United States or the jurisdictions where such Bank's principal or lending offices are located (hereinafter called "Taxes"), all of which will be paid by such Borrower, for its own account, prior to the date on which any interest or penalties attach thereto. (e) Each Borrower will indemnify the Agent and each Bank against, and reimburse the Agent and each Bank on demand for, any Taxes and any loss, liability, claim, or expense including interest, penalties, and legal fees which the Agent or the Bank may incur at any time arising out of or in connection with any failure of such Borrower to make any payments of Taxes when due. (f) In the event that any Borrower is required by applicable Multicurrencylaw, decree or regulation to deduct or withhold Taxes from any amounts payable on, under or in respect of this Agreement, under any Note or Letter of Credit, such Borrower shall pay in United States Dollars such additional amount as may be required, after the deduction or withholding of Taxes, to enable the Agent or the Issuing Banks, as applicablethe case may be, to receive from such Borrower an amount equal to the amount stated to be payable under or with respect to this Agreement, any Note or Letter of Credit. (g) Each Borrower shall promptly furnish to the Agent original tax receipts in respect of any withholding of Taxes required under this Section 3.9 and any other information, documents and receipts that the Agent may, in its sole discretion from time to time, require to establish to its satisfaction that full and timely payment has been made of all Taxes required to be paid under this Section 3.9. (h) The covenants and agreements of the Borrowers under this Section 2.13 shall survive the repayment of the Obligations and the Notes.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14 or 2.142.15, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender to a Borrower on a date the applicable such Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currencyLender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid by such Borrower 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 2.05 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 270 Xxxx Xxxxxx, except Xxx Xxxx, Xxx Xxxx, xxcept that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan) to pay (i) interest, 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. Winnebago Credit Agreement 41858764 (c) During the continuance of an Event of Default, Agent 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract 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 in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due 364-Day Credit Agreement date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether of principalthe Borrowers shall be made without set-off, interest or feesrecoupment, or under counterclaim except as otherwise expressly permitted hereunder. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent, for the account of the Lenders (but in any event in one wire transfer), at the Agent’s address set forth in Section 2.1215.7, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made no later than 2:00 p.m. (Chicago, Illinois time) on the date specified herein. Any payment received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in Agent later than 2:00 p.m. (Chicago, Illinois time) may, at the same currency, such Lender shall apply the proceeds of such new Loan to the payment option 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Unless the Agent receives notice from the Borrowers prior to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly date on which any payment is due to the Persons entitled thereto Lenders that the Borrowers will not make such payment in accordance with full as and when required, the appropriate Agent may assume that the Borrowers have made such payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person in full to the appropriate recipient promptly following receipt thereofAgent 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 Borrowers have 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) The Borrowers agree 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 hereunder shall be due of the Term Loan for any reason (including, without limitation, the acceleration of the maturity of the Term Loan 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 Term Loan. Each Lender will furnish to the Borrowers a Business Daycertificate setting forth the basis and amount of each request by such Lender for compensation under this Section 3.4(c), which certificate shall provide reasonable detail as to the date for payment calculation of such Breakage Costs. Such certificate shall constitute prima facie evidence of the amount of such Breakage Costs, which shall be extended to calculated by each Lender on a reasonable basis, consistent with the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of basis on which such extension. All payments hereunder shall be calculations are then being made in Dollars by similarly situated banks or the applicable Multicurrency, as applicablefinancial institutions generally.

Payments by the Borrowers. The applicable Borrower shall make each payment required All payments to be made by it any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder shall be paid not later than 1:00 p.m. Eastern time (whether or, in the case of principalan Alternative Currency, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisethe Applicable Time) prior to 12:00 noon, New York City time, on the date when due, in Dollars and in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid at the account designated by such Borrower it by notice to the Administrative Agent pursuant to this paragraph, as the case may beapplicable Borrower. Any amounts Payments received after such 1:00 p.m. Eastern time on any date may(or, in the discretion case of an Alternative Currency, the Administrative Agent, Applicable Time) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall may, in its sole discretion, distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 p.m. Eastern time (or, in the case of an Alternative Currency, the Applicable Time); 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. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and(and such extension of time shall be reflected in computing interest or fees, as the case may be), 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 accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. All payments If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall be made make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount) and without setoff or the applicable Multicurrency, as applicablecounterclaim.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set‑off, recoupment, counterclaim or feesdeduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Term Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Term Agent (or under such other address as the Term Agent may from time to time specify in accordance with Section 2.128.2), 2.13 or 2.14and shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 1:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent's discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) So long as no Event of Default has occurred and is continuing, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Credit Parties under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; fourth, to the Borrower Representative's operating account or for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied pursuant to clauses second and third above. (ii) During the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders 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 Term 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 the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Term Agent and the Term Lenders; fourth, to payment of principal of the Term Loan; 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, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of any the Term Lenders or other Persons entitled to payment accruing interestshall receive an amount equal to its Pro Rata Percentage of amounts available to be applied pursuant to clauses third, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. (a) The applicable Borrower shall make each payment promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder (including the MOIC Amount with respect to the Loans) in full indefeasibly in immediately available funds in cash on the Termination Date or earlier, if otherwise required by the terms hereof. All payments (including prepayments) to be made by it hereunder (whether each Borrower on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, or under Section 2.12and shall, 2.13 or 2.14except as otherwise expressly provided herein, or otherwisebe made to the Term Agent (for the ratable account of the Persons entitled thereto) prior to 12:00 noonand shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 4:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) Subject to Section 1.9(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees (including, without limitation, any Exit Fee), costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term 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, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents; second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Exit Fee) owed to the Term Agent and the Term Lenders; fourth, to payment of principal of the Term Loan; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of any the Term Lenders or other Persons entitled to payment accruing interest, interest thereon shall receive an amount equal to its Pro Rata Percentage of amounts available to be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableapplied.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent's Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when 5-Year Credit Agreement due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made irrespective of principalany claim, interest counterclaim, set-off, recoupment, defense, deduction or feesother right which any Borrower may have at any time against the Agent, any Lender or under any other Person. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of the Lenders at the Agent's address set forth in Section 2.1215.8, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York City time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bespecified herein. Any amounts payment received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 Phar-Mor prior to the next succeeding Business Day anddate on which any payment is due to the Lenders that a Borrower will not make such payment in full as and when required, the Agent may assume that each applicable 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 case of any amount then due such Lender. If and to the extent such Borrower has not made such payment accruing interestin 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 period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Borrower on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, or under Section 2.12and shall, 2.13 or 2.14except as otherwise expressly provided herein, or otherwisebe made to the Term Agent (for the ratable account of the Persons entitled thereto) prior to 12:00 noonand shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 1:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) Subject to Section 1.8(c)(ii), all payments (other than payments received pursuant to Section 1.6(a), which payments shall be applied as set forth in such Section 1.6(a)) received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees (including, without limitation, any Early Termination Fee), costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary, (A) during the continuance of a Default or an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term 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, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents; second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Early Termination Fee) owed to the Term Agent and the Term Lenders; fourth, to payment of principal of the Term Loan; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of any the Term Lenders or other Persons entitled to payment accruing interest, interest thereon shall receive an amount equal to its Pro Rata Percentage of amounts available to be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableapplied.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Except as otherwise provided in Section 10.1, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) Table of Contents may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations 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; 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 application to the next succeeding Business Day andTable of Contents category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment or feescounterclaim shall be made to the appropriate Agent for the ratable account of the applicable Lenders at such Agent's Office. Such payments shall be made in Same Day Funds, (i) in the case of payments on or under Section 2.12in respect of Revolving Dollar Loans and CAPEX Dollar Loans, 2.13 or 2.14, or otherwiseto the U.S. Agent no later than 12:00 noon (Atlanta time) prior to 12:00 noon, New York City time, on the date when duespecified herein, and (ii) in the case of payments on or in respect of Revolving Pound Loans, Overdraft Pound Loans and CAPEX Pound Loans, to the International Agent no later than 12:00 noon (London time) on the date specified herein. The appropriate Agent will promptly distribute to each applicable Lender its Commitment Percentage of such principal, interest, fees or other amounts, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent like funds as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bereceived. Any amounts payment which is received after such time on any date mayby the appropriate Agent later than the times specified in clauses (i) and (ii) above, in the discretion of the Administrative Agent, shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If accrue. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the appropriate Agent shall have received notice from the Borrowers' Representative prior to the date on which any payment is due to the Lenders hereunder that the Borrowers will not make such payment in full as and when required hereunder, such Agent may assume that the Borrowers have made such payment in full to such Agent on such date in Same Day andFunds and such Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the case of any amount then due such Lender. If and to the extent the Borrowers shall not have made such payment accruing interestin full to such Agent, each such Lender shall repay to such Agent on demand such amount distributed to such Lender, together with interest thereon shall be payable for each day from the period of date such extension. All payments hereunder shall be made amount is distributed to such Lender until the date such Lender repays such amount to such Agent, at the Federal Funds Rate as in Dollars or the applicable Multicurrency, as applicableeffect for each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without setoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Administrative Agent for the account of principalthe Banks at the Administrative Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Committed Loan, shall be made in the Offshore Currency in which such Loan is denominated or feespayable, or under Section 2.12and, 2.13 or 2.14with respect to all other amounts payable hereunder, or otherwiseshall be made in Dollars. Such payments shall be made in like funds received, and (i) prior in the case of Offshore Currency payments, no later than such time on the dates specified herein as may be determined by the Administrative Agent to 12:00 noonbe necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, New York City and (ii) in the case of any Dollar payments, no later than 9:00 a.m. (San Francisco time, ) on the date when duespecified herein. The Administrative 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 immediately available fundslike funds as received. Any payment which is received by the Administrative Agent later than 9:00 a.m. (San Francisco time), without set-off or counterclaim; provided that if a new Revolving Loan is to be made later than the time specified by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of calculating interest thereon. All "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payments payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from a Borrower prior to the date on which any payment is due to the Banks that such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent as followson such date in immediately available funds and the Administrative Agent may (but shall not be so required), except that payments pursuant in reliance upon such assumption, distribute to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly each Bank on such due date an amount equal to the Persons entitled thereto amount then due such Bank. If and to the extent the Borrowers have not made such payment in accordance with full to the appropriate payment instructions listed on Schedule IX. The Administrative Agent, each Bank shall repay to the Administrative Agent shall distribute any on demand such payments received by it for account of any other Person amount distributed to such Bank, together with interest thereon at the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day andFederal Funds Rate or, in the case of any a payment accruing interestin an Offshore currency, interest thereon shall be payable the Overnight Rate, for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Bank until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off or feescounterclaim and shall, or under Section 2.12except as otherwise expressly provided herein, 2.13 or 2.14, or otherwise) prior be made to 12:00 noon, New York City time, on the date when due, Documentation Agent at its Payment Office for the ratable account of the Banks in Dollars and in immediately available funds, without set-off no later than (unless otherwise waived by the Documentation Agent with respect to a payment) 2:00 p.m. (New York City time) on the date specified herein. The Documentation Agent will promptly distribute to each Bank its Pro Rata Share (or counterclaim; other applicable share as expressly provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan herein) of such Lender principal, interest, fees or other amounts, in the same currency, 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 Revolving Lender to the Administrative Agent like funds as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bereceived. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Documentation Agent later than 2:00 p.m. (New York City time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue until such payment is deemed to have been received. (b) Except as otherwise set forth in the definition of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsInterest Period, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, 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 shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that such borrower will not make such payment in full, the Documentation Agent may assume that the Borrower has made such payment in full to the Documentation Agent as required hereunder on such date and the Documentation Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the case of any amount then due such Bank. If and to the extent such Borrower shall not have made such payment accruing in full to the Documentation Agent, each Bank shall repay to the Documentation Agent on demand such amount distributed to such Bank, together with interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made 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, to the Administrative Agent as followsextent not paid on the date due, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly or (ii) after five (5) days’ prior notice to the Persons entitled thereto in accordance with Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person Loan Documents. (b) Subject to the appropriate recipient promptly following receipt thereof. If provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent 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 amounts collected or received by 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 Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and 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 the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations (other than Bank Product Obligations) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable, but excluding Bank Product Obligations; fifth, to payment of any other amounts owing constituting Obligations (including Bank Product 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 application to the next succeeding Business Day andcategory, in (ii) each of the case Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of any payment accruing interestamounts available to be applied pursuant to clauses third, interest thereon fourth and fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be payable for the period applied to Excluded Rate Contract Obligations of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableGuarantor.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.14, 2.13 2.15 or 2.142.16, or otherwise) prior to 12:00 noonp.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender to a Borrower on a date the applicable such Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currencyLender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid by such Borrower 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 2.06 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, except that payments to be made directly to any Swingline Lender as expressly provided herein, and payments pursuant to Sections 2.122.14, 2.132.15, 2.14 2.16 and 10.03 9.03, shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim; shall, except with respect to Offshore Currency Loans and as otherwise expressly provided herein, be made to the Agent for the ratable account of the Lenders at the Agent's Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency and shall be made directly to the Offshore Currency Lenders at their respective accounts listed on SCHEDULE 1 hereto, and, with respect to all other amounts payable hereunder, shall be made in U.S. Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than such time on the dates specified herein as may be determined by the Agent or feesthe Offshore Currency Lender to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, or under Section 2.12and (ii) in the case of any U.S. Dollar payments, 2.13 or 2.14, or otherwise) prior to no later than 12:00 noon, noon (New York City time, ) on the date when duespecified herein. The Agent will promptly distribute to each Lender (other than Offshore Currency Lenders) its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in immediately available funds, without set-off like funds as received. Any payment which is received by the Agent later than 2:00 p.m. (New York time) or counterclaim; provided that if a new Revolving Loan is to be made later than the time specified by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All Each Offshore Currency Lender shall promptly notify the Agent if it does not receive any payment from a Borrower hereunder when such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If is due. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Agent shall have received notice from the Borrower Representative prior to the date on which any payment accruing interestis due to the Lenders (other than payments relating to any Offshore Currency Loan, interest thereon shall be payable for the period of such extension. All which payments hereunder shall be made by the Borrower directly to the Offshore Currency Lenders in Dollars or accordance with SECTION 2.13(A) above) hereunder that the applicable MulticurrencyBorrowers will not make such payment in full as and when required hereunder, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have 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 for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate as applicablein effect for each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent and for the ratable account of the Persons holding the applicable Obligations at the address for payment, including wire instructions, as Agent may from time to time specify in writing to Borrower Representative in accordance with Section 10.2, including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or under Section 2.12ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments shall be made Each Borrower hereby authorizes Agent, from time to time without prior notice to any Borrower, to charge the Loan Account (as a Revolving Loan that is a Base Rate Loan) to pay (i) interest, principal, L/C Reimbursement Obligations, fees payable under the Fee Letter, and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be excluded in the 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 payment accruing interestLoan such extension of time shall include such interest and fees, interest thereon which shall be payable for on such next succeeding Business Day. (c) Notwithstanding any contrary provision set forth herein or in any other Loan Document, (i) during the period continuance of an Event of Default, Agent 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 seventh 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 extension. All payments hereunder acceleration has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be made 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 Dollars or the applicable Multicurrency, as applicable.any such proceeding);

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Subject to Section 10.1, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind. Except as otherwise expressly provided herein and except with respect to principal of and interest or feeson Loans denominated in an Alternative Currency, or under Section 2.12all such payments shall be made to the Agent (for the account of the Persons entitled thereto) at the Agent’s Office in Dollars and in Same Day Funds, 2.13 or 2.14, or otherwise) prior to 12:00 noon, no later than 2:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any such payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Agent later than 2:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All such Except as otherwise expressly provided herein, all payments with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent’s Office in such Alternative Currency in Same Day Funds not later than the Applicable Time specified by the Agent as followson the dates specified herein. If, except that payments pursuant to Sections 2.12for any reason, 2.13any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, 2.14 and 10.03 such Borrower shall be made directly make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default and after any acceleration of the Loans or the exercise of remedies pursuant to Section 7.2, the Agent may, and shall upon the direction of the 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 proceeds of Collateral and all amounts collected or received by the Agent, including all payments made by Credit Parties to the 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 Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of the 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 the Agent, Lenders and L/C Issuers and any fees, premiums and scheduled periodic payments due under Secured Rate Contracts, ratably among the Secured Parties in proportion to the respective amounts described in this clause third payable to them; fourth, to payment of principal of the Obligations, including L/C Reimbursement Obligations, then due and payable and any Obligations under any Secured Rate Contract until paid in full, and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to the payment of any other amounts owing constituting Obligations then due and payable; sixth, any remainder shall be for the account of and paid to the Parent Borrower or 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 category have been paid in full in cash prior to the application to the next succeeding Business Day andcategory, in (ii) each of the case Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of any payment accruing interestamounts available to be applied pursuant to clauses third, interest thereon fourth and fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be payable for the period applied to Excluded Rate Contract Obligations of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableGuarantor.

Payments by the Borrowers. The applicable Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXVIII. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicable.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off, recoupment or feescounterclaim; shall, or except as otherwise expressly provided with respect to drawings under Section 2.12Letters of Credit and elsewhere herein, 2.13 or 2.14be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in dollars and in immediately available funds, without set-off no later than 11:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly (but in any event not later than 2:30 p.m. (San Francisco time) on the day on which the Agent is deemed to have received such payment) distribute to each Bank its Commitment Percentage (or counterclaim; other applicable share as expressly provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan herein) of such Lender principal, interest, fees or other amounts, in the same currency, 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 Revolving Lender to the Administrative Agent like funds as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bereceived. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 11:00 a.m. (San Francisco time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If accrue. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrowers will not make such payment in full as and when required hereunder, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the case of any amount then due such Bank. If and to the extent the Borrowers shall not have made such payment accruing interestin full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon shall be payable for each day from the period of date such extension. All payments hereunder shall be made amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate as in Dollars or the applicable Multicurrency, as applicableeffect for each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether any Borrower on account of principal, interest or feesinterest, or drawings under Section 2.12Letters of Credit, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, fees and other amounts required hereunder shall be made without set-off or counterclaim; counterclaim and shall, except as otherwise expressly provided that if a new Revolving Loan is with respect to drawings under Letters of Credit and elsewhere herein, be made by to the Agent for the ratable account of the Banks at the Agent's Payment Office identified on SCHEDULE 9.01 or such other office as the Agent shall specify to the Borrowers' Agent in writing, with respect to principal of, interest on, and other amounts relating to, any Revolving Lender on a date the applicable Borrower is to repay Offshore Currency Loan, or any principal of other Obligation payable in an outstanding Revolving Loan of such Lender Offshore Currency, in the same currencyOffshore Currency in which such Offshore Currency Loan or other Obligation is denominated or payable, such Lender shall apply the proceeds of such new Loan and, with respect 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 all other amounts payable hereunder, except as otherwise expressly provided herein, in Dollars. Such payments shall be made available in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than such time on the date specified herein as may be determined by the Agent to be necessary for such Revolving Lender payment to be credited on such date in accordance with normal banking procedures in the Administrative place of payment, and (ii) in the case of any Dollar payments, no later than 11:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Applicable Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds and currency as received. Any payment which is received by the Agent later than 11:00 a.m. (San Francisco time) (in the case of any Dollar payments) or later than the time specified by the Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, Offshore Currency payments) shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If accrue. (a) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, subject to the provisions set forth in the definition of "Interest Period" herein. (b) Unless the Agent shall have received notice from the Borrowers' Agent prior to the date on which any payment is due to the Banks hereunder that any Borrower will not make such payment in full as and when required hereunder, the Agent may assume that such Borrower has made such payment in full to the Agent on such date in Same Day andFunds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent any such Borrower shall not have made such payment in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Effective Rate or, in the case of any a payment accruing interestin an Offshore Currency, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable MulticurrencyOvernight Rate, as applicablein effect for each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required All payments to be made by it any Borrower shall be made in Dollars without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder shall be paid not later than 1:00 p.m. Eastern time (whether or, in the case of principalan Alternative Currency, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisethe Applicable Time) prior to 12:00 noon, New York City time, on the date when due, in Dollars and in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid at the account designated by such Borrower it by notice to the Administrative Agent pursuant to this paragraph, as the case may beapplicable Borrower. Any amounts Payments received after such 1:00 p.m. Eastern time on any date may(or, in the discretion case of an Alternative Currency, the Administrative Agent, Applicable Time) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall may, in its sole discretion, distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 p.m. Eastern time (or, in the case of an Alternative Currency, the Applicable Time); 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. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and(and such extension of time shall be reflected in computing interest or fees, as the case may be), 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 accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. All payments If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall be made make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount) and without setoff or the applicable Multicurrency, as applicablecounterclaim.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Subject to Section 10.1, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind. Except as otherwise expressly provided herein and except with respect to principal of and interest or feeson Loans denominated in an Alternative Currency, or under Section 2.12all such payments shall be made to the Agent (for the account of the Persons entitled thereto) at the Agent’s Office in Dollars and in Same Day Funds, 2.13 or 2.14, or otherwise) prior to 12:00 noon, no later than 2:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any such payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Agent later than 2:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All such Except as otherwise expressly provided herein, all payments with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Agent’s Office in such Alternative Currency in Same Day Funds not later than the Applicable Time specified by the Agent as followson the dates specified herein. If, except that payments pursuant to Sections 2.12for any reason, 2.13any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, 2.14 and 10.03 such Borrower shall be made directly make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the case computation of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrencyfees, as applicablethe case may be.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or under such other address as Administrative Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars with respect to Domestic Obligations or 2.14Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations and by wire transfer or otherwise) prior to 12:00 noonACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided later than 1:00 p.m. (New York time) may in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, ’s discretion be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan or Canadian Index Rate Loan, as applicable, 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, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Administrative Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Administrative Agent 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 Administrative 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 Administrative Agent payable or reimbursable by the Credit Parties under the Loan Documents and to all obligations owing to Agent, Swingline Lender, or L/C Issuer by any Non-Funding Lender under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Administrative Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable); fifth, to payment of any Obligations arising under or pursuant to any Noticed Bank Products, on a pro rata basis; sixth, to payment of any other Obligations then arising under any other Bank Products; seventh, to payment of any other amounts owing constituting Obligations; and eighth, 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 application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and seventh above. Amounts distributed with respect to any Bank Products shall be the actual amount owing under such Bank Product as calculated by the applicable Bank Product Provider and reported in writing to Administrative Agent. Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Bank Product Provider. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the amount of such Bank Product last reported to it. (d) Notwithstanding the foregoing provisions of subsection 1.10(c), (i) payments from GGC and proceeds of any U.S. Collateral shall be applied to pay the Domestic Obligations in the order set forth in subsection 1.10(c); in the case of items first and second, to the extent of GGC’s Ratable Share of such Obligations; in the case of item third, to the extent of interest and fees on the Loans and Letters of Credit advanced to, or for the account of, GGC; and in the case of item fourth to the principal and cash collateralization of Loans advanced to GGC and Letters of Credit for GGC’s account, and thereafter, to the Obligations of the Canadian Borrower in the order set forth above and (ii) payments from the Canadian Borrower and proceeds of any payment accruing interest, interest thereon Canadian Collateral shall be payable applied to pay the Canadian Obligations in the order set forth in subsection 1.10(c); in the case of items first and second, to the extent of the Canadian Borrower’s Ratable Share of such Obligations; in the case of item third, to the extent of interest and fees on the Loans and Letters of Credit advanced to, or for the period account of, the Canadian Borrower; and in the case of such extension. All item fourth to the principal and cash collateralization of Loans advanced to the Canadian Borrower and Letters of Credit for the Canadian Borrower’s account; provided that, in no event shall payments hereunder shall from the Canadian Borrower or proceeds of any Canadian Collateral be made in Dollars or applied to pay the applicable Multicurrency, as applicableDomestic Obligations.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder the Borrowers and/or the Subsidiary Swing Line Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers and/or the Subsidiary Swing Line Borrowers shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office and (whether of principali) with respect to principal of, interest on, and any other amount relating to any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or feespayable, or under Section 2.12and (ii) with respect to all other amounts payable hereunder, 2.13 or 2.14shall be made in U.S. Dollars. Such payments shall be made in Same Day Funds and (x) in the case of Offshore Currency payments, or otherwiseno later than such time on the dates specified herein as may be determined by the Administrative Agent (and advised in writing to the Borrowers) prior to 12:00 noonbe necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (y) in the case of any U.S. Dollar payments, no later than 11:00 a.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is specified herein. The Administrative Agent will promptly distribute to be made by any Revolving each Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan its Pro Rata Share of such Lender payment in the same currency, such Lender shall apply the proceeds of such new Loan to the like funds as received. Any 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 received by such Revolving Lender to the Administrative Agent as provided later than the time specified in Section 2.04 clause (x) or paid by such Borrower to the Administrative Agent pursuant to this paragraph(y) above, as the case may be. Any amounts received after such time on any date mayapplicable, in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating Day, and any applicable interest thereon. All or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payments payment shall be made on the following Business Day, and such extension of time shall be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Borrowers and/or the applicable Subsidiary Swing Line Borrower, as the case may be, prior to the date on which any payment is due to the Lenders that the Borrowers and/or the applicable Subsidiary Swing Line Borrower, as the case may be, will not make such payment in full as and when required, the Administrative Agent may assume that the Borrowers and/or the applicable Subsidiary Swing Line Borrower, as the case may be, has made such payment in full to the Administrative Agent as followson such date in Same Day Funds and the Administrative Agent may (but shall not be required to), except that payments pursuant in reliance upon such assumption, distribute to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly each Lender on such due date an amount equal to the Persons entitled thereto amount then due such Lender. If and to the extent the Borrowers and/or the applicable Subsidiary Swing Line Borrower, as the case be, has not made such payment in accordance with full to the appropriate payment instructions listed on Schedule IX. The Administrative Agent, each Lender shall repay to the Administrative Agent shall distribute any on demand such payments received by it for account of any other Person amount distributed to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Daysuch Lender, the date for payment shall be extended to the next succeeding Business Day and, together with interest thereon at (i) in the case of any a payment accruing interestin an Offshore Currency, interest thereon shall be payable the Overnight Rate or (ii) in the case of a payment in U.S. Dollars, the U.S. Federal Funds Rate, in each case for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether of principalthe Borrowers shall be made without set-off, interest or feesrecoupment, or under counterclaim except as otherwise expressly permitted hereunder. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent, for the account of the Lenders (but in any event in one wire transfer), at the Agent’s address set forth in Section 2.1215.7, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made no later than 3:00 p.m. (New York City time) on the date specified herein. Any payment received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in Agent later than 3:00 p.m. (New York City time) may, at the same currency, such Lender shall apply the proceeds of such new Loan to the payment option 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Unless the Agent receives notice from the Borrowers prior to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly date on which any payment is due to the Persons entitled thereto Lenders that the Borrowers will not make such payment in accordance with full as and when required, the appropriate Agent may assume that the Borrowers have made such payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person in full to the appropriate recipient promptly following receipt thereofAgent 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 Borrowers have 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) The Borrowers agree 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 hereunder shall be due of the Term Loan for any reason (including, without limitation, the acceleration of the maturity of the Term Loan 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 Term Loan. Each Lender will furnish to the Borrowers a Business Daycertificate setting forth the basis and amount of each request by such Lender for compensation under this Section 3.4(c), which certificate shall provide reasonable detail as to the date for payment calculation of such Breakage Costs. Such certificate shall constitute prima facie evidence of the amount of such Breakage Costs, which shall be extended to calculated by each Lender on a reasonable basis, consistent with the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of basis on which such extension. All payments hereunder shall be calculations are then being made in Dollars by similarly situated banks or the applicable Multicurrency, as applicablefinancial institutions generally.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to no later than 2:00 p.m. (New York time) on the date due. For purposes of computing interest and Fees and determining Availability as of any date, all payments shall be made by any Revolving Lender deemed received on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender first Business Day following the Business Day on which immediately available funds therefor are received in the same currency, such Lender shall apply the proceeds of such new Loan Collection Account prior 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be2:00 p.m. New York time. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, Lenders, and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of 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 in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.122.22(b), 2.13 Section 2.26 or 2.14Section 2.28, or otherwise) prior to 12:00 noon1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, except payments to be made directly to an Issuing Lender or a Swingline Lender as follows, expressly provided herein and except that payments pursuant to Sections 2.12Section 2.22(b), 2.13Section 2.26, 2.14 Section 2.28 and 10.03 Section 10.04 shall be made directly to the Persons entitled thereto in accordance with and payments pursuant to other Loan Documents shall be made to the appropriate payment instructions listed on Schedule IXPersons specified therein. The Administrative Agent shall distribute any such payments received by it for the ​ 4879-0244-9248v.777 US 9692390v.1 CHA715/20025 account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Loan Document (other than payments with respect to EurocurrencyTerm Benchmark Borrowings) shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, if any payment due with respect to EurocurrencyTerm Benchmark Borrowings shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event, the date of such payment shall be on the last Business Day of subject calendar month, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder under each Loan Document shall be made in Dollars or the applicable Multicurrency, as applicabledollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees, Letter of Credit Fees, and other fees, costs and expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents, in each instance, on the date due. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of “Interest Period” herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) So long as no Event of Default has occurred and is continuing, all payments received by Agent in respect of any Obligation and all funds transferred and credited to the Collection Account shall be applied to the Obligations as follows: first, to the payment of any Overadvance funded by the Agent; second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Credit Parties under this Agreement and the other Loan Documents; third, to payment of all Swing Loans; fourth, to payment of all Revolving Loans that are Base Rate Loans; fifth, to payment of all Revolving Loans that are LIBOR Rate Loans; and sixth, to the to the Borrower Representative’s operating account or for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) 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 above. (ii) During the continuance of an Event of Default, Agent 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 seventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by 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 the payment of any Overadvance funded by the Agent and fees, 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, the Lenders and L/C Issuers; fourth, to payment of principal of the Obligations (other than Bank Products) then due and payable including, without limitation, L/C Reimbursement Obligations then due and payable and cash collateralization in an amount of 107% of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of any Obligations under any Secured Rate Contract; sixth, to payment of any other amounts owing constituting Obligations (including Bank Products); and seventh, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) 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, fifth and sixth above. (d) Agent is hereby authorized by the Borrowers to, and at its sole election may, charge to the Loan balance on behalf of each Borrower and cause to be paid all fees, expenses, charges, costs and interest and principal, other than principal of the Loans, owing by the Borrowers and the Credit Parties under this Agreement or any payment accruing interestof the other Loan Documents if and to the extent the Credit Parties fail to pay promptly any such amounts as and when due, interest thereon shall be payable for even if the period amount of such extensioncharges would exceed the Borrowing Base or Aggregate Revolving Loan Commitments at such time. All payments hereunder At Agent’s option and to the extent permitted by law, any charges so made shall be made in Dollars or constitute part of the applicable Multicurrency, as applicableLoans hereunder.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, Borrowers shall be made without set-off off, recoupment or counterclaim; . Except as otherwise expressly provided that if a new Revolving Loan is to be made herein, all payments by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Borrowers shall be made available by such Revolving Lender to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office and (i) with respect to principal of, interest on, and any other amount relating to any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and (ii) with respect to all other amounts payable hereunder, shall be made in U.S. Dollars. Such payments shall be made in Same Day Funds and (x) in the case of Offshore Currency payments, no later than such time on the dates specified herein as provided in Section 2.04 or paid may be determined by such Borrower to the Administrative Agent pursuant (and advised in writing to this paragraphthe related Borrower) to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (y) in the case of any U.S. Dollar payments, no later than 12:00 noon (Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its share of such payment in like funds as received. Any payment received by the Administrative Agent later than the time specified in clause (x) or (y) above, as the case may be. Any amounts received after such time on any date mayapplicable, in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If accrue. (b) Whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding following Business Day and(unless, in the case of any an Offshore Rate Loan, the following Business Day is the first Business Day of a calendar month, in which event such payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made on the preceding Business Day), and such extension of time shall be included in Dollars the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the applicable MulticurrencyBorrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in full as and when required, as applicablethe Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds and the Administrative Agent may (but shall not be required 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 applicable 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 (i) in the case of a payment in an Offshore Currency, the Overnight Rate, or (ii) in the case of a payment in U.S. Dollars, the U.S. Federal Funds Rate, in each case for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of the principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in US Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. The Borrowers and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and, subject to subsection 1.10(c) and (d), any proceeds of Collateral. All such payments The US Borrower hereby authorizes Agent and each US Revolving Lender to make a Revolving Loan (which shall be made 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 Administrative US Borrower, other fees, costs or expenses payable by the US Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. The Canadian Borrower hereby authorizes Agent as follows, except that payments pursuant and each Canadian Revolving Lender to Sections 2.12, 2.13, 2.14 and 10.03 make a Canadian Revolving Loan (which shall be made directly a Base Rate Loan) to pay (i) interest and principal in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Persons entitled thereto in accordance with Canadian Borrower, other fees, costs or expenses payable by the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute Canadian Borrower or any such payments received by it for account of any its Subsidiaries hereunder or under the other Person Loan Documents. (b) Subject to the appropriate recipient promptly following receipt thereof. If provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in respect of any US Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all payments made by US Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), any proceeds of Collateral securing the US Obligations (and, for the avoidance of doubt, excluding any Collateral which secures only the Canadian Obligations), shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the US Credit Parties under the Loan Documents; second, to payment of Attorney Costs of US Revolving Lenders payable or reimbursable by the US Borrower under this Agreement; third, to payment of all accrued unpaid interest on the US Obligations and fees owed to Agent, US Revolving Lenders and L/C Issuers; fourth, to payment of principal of the US Obligations 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 US Obligations (other than US Obligations under Secured Rate Contracts and Bank Products); sixth, to payment of any US Obligations under any Secured Rate Contract and Bank Products; seventh, to payment of Canadian Obligations in accordance with clauses first through fifth of subsection 1.10(d); and eighth, 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 application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third, fourth, fifth and sixth above. (d) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in the case respect of any payment accruing interestCanadian Obligation in accordance with clauses first through fifth below. Notwithstanding any provision herein to the contrary, interest thereon all payments made by Canadian Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), and any proceeds of Collateral (excluding any Collateral securing the US Obligations (except as expressly set forth in paragraph seventh of subsection 1.10(c))), shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable for or reimbursable by the period Canadian Credit Parties under the Loan Documents; second, to payment of such extension. All payments hereunder shall be made in Dollars Attorney Costs of Canadian Revolving Lenders payable or reimbursable by the applicable MulticurrencyCanadian Borrower under this Agreement; third, as applicable.to payment of all accrued unpaid interest on the Canadian Obligations and fees owed to Agent and Canadian Revolving Lenders;

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Subject to Section 11.01(b) and Section 2.04A(h), all payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off, recoupment or feescounterclaim; shall, or except as otherwise expressly provided with respect to drawings under Section 2.12Letters of Credit and elsewhere herein, 2.13 or 2.14, or otherwise) prior be made to 12:00 noon, New York City time, on the date when due, Administrative Agent for the ratable account of the Lenders at the Administrative Agent’s Office and shall be made in the currency of such Extension of Credit and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is no later than the Requisite Time therefor on the date specified herein. Subject to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currencySection 11.01(b) and Section 2.04A(h), 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 Revolving Lender to the Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in Section 2.04 or paid like funds as received. Any payment which is received by such Borrower to the Administrative Agent pursuant to this paragraph, as later than the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, Requisite Time therefor shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Notwithstanding any other provisions of calculating interest thereon. All such this Agreement, if and to the extent that EMU Legislation provides that amounts denominated in the euro or a national currency unit (“NCU”) may be paid within a country in either the euro or the NCU of that country by crediting an account of the creditor in that country, payments shall may be made to in either the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any euro or such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If NCU. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of “Interest Period” herein. (c) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full as and when required hereunder, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the case of any amount then due such Lender. If and to the extent a Borrower shall not have made such payment accruing interestin 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 shall be payable for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Lender until the applicable Multicurrency, as applicabledate such each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether either Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by either Borrower shall be made to the Paying Agent for the account of principalthe Lenders at the Agent's Payment Office, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in dollars and in immediately available funds, without set-off no later than 10:00 a.m. (San Francisco time) on the date specified herein. The Paying Agent will promptly distribute to each Lender its Pro Rata Share (or counterclaim; other applicable share as expressly provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan herein) of such Lender payment in the same currency, 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 Revolving Lender to the Administrative Agent like funds as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bereceived. Any amounts payment received after such time on any date may, in by the discretion of the Administrative Agent, Paying Agent later than 10:00 a.m. (San Francisco time) shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If accrue. (b) Whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding following Business Day and(unless, in the case of any interest on an Offshore Rate Loan, such following Business Day is the first Business Day of a calendar month, in which case such payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made on the preceding Business Day), and such extension of time shall in Dollars such case be included in the computation of interest or fees, as the case may be. (c) Unless the Paying Agent receives notice from the applicable MulticurrencyBorrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in full as and when required, as applicablethe Paying Agent may assume that such Borrower has made such payment in full to the Paying Agent on such date in immediately available funds, and the Paying 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 applicable Borrower has not made such payment in full to the Paying Agent, each Lender shall repay to the Paying 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 Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Section 2.13, Section 2.14 or Section 2.15, or otherwise), or under Section 2.12any other Loan Document (except to the extent otherwise provided therein), 2.13 or 2.14, or otherwise) prior to 12:00 noon2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, except that as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Lender or a Swingline Lender as expressly provided herein and payments pursuant to Sections 2.12, Section 2.13, 2.14 Section 2.14, Section 2.15 and 10.03 Section 9.03, which shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars; provided that (i) all fees, interest and other amounts contemplated by Section 2.11(c) or Section 2.11(d), reimbursements of AUD LC Disbursements and cash collateralization of AUD LC Exposure shall be payable in Australian Dollars and (ii) any amounts payable under Section 2.13, Section 2.15 or Section 9.03 to any AUD LC Facility Lender or any AUD LC Issuer or in respect of any Australian LC Facility Commitment, any AUD LC Exposure or any AUD LC, shall be payable in either Dollars or the applicable MulticurrencyAustralian Dollars, as applicableelected by the Person entitled to such payment.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of principalthe Banks at the 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 the Offshore Currency in which such Loan is denominated or feespayable, or under Section 2.12and, 2.13 or 2.14with respect to all other amounts payable hereunder, or otherwiseshall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) prior to 12:00 noonin the case of Offshore Currency payments, New York City time, no later than such time on the date when duespecified herein as may be determined by the Agent and communicated in writing to the Company 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 10:00 a.m. (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 immediately available fundslike funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), without set-off or counterclaim; provided that if a new Revolving Loan is to be made later than the time specified by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as clause (i) above (in the case may be. Any amounts received after such time on any date mayof Offshore Currency payments), in the discretion of the Administrative Agent, shall be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of "Interest Period" herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If whenever any payment hereunder shall be is due on a day that is not other than a Business Day, the date for such payment shall be extended 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 Company on behalf of the respective Borrower prior to the next succeeding Business date on which any payment is due to the Banks that such Borrower will not make such payment in full as and when required, the Agent may assume that such Borrower has made such payment in full to the Agent on such date in Same Day andFunds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent such Borrower has not made such payment in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate or, in the case of any a payment accruing interestin an offshore Currency, interest thereon shall be payable the Overnight Rate, for each day from the period of date such extension. All payments hereunder shall be made in Dollars or amount is distributed to such Bank until the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees, Letter of Credit Fees, and other fees, costs and expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents, in each instance, on the date due. (b) Subject to the Administrative Agent as followsprovisions set forth in the definition of “Interest Period” herein, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) So long as no Event of Default has occurred and is continuing, all payments received by Agent in respect of any Obligation and all funds transferred and credited to the Collection Account shall be applied to the Obligations as follows: first, to the payment of any Overadvance funded by the Agent; second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Credit Parties under this Agreement and the other Loan Documents; third, to payment of all Swing Loans; fourth, to payment of all Revolving Loans that are Base Rate Loans; fifth, to payment of all Revolving Loans that are LIBOR Rate Loans; and sixth, to the Borrower Representative’s operating account or for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) 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 above. (i) During the continuance of an Event of Default, Agent 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 eighth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by 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 the payment of any Overadvance funded by the Agent and fees, 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, the Lenders and L/C Issuers; fourth, to payment of principal of the Obligations (other than Bank Products) then due and payable including, without limitation, L/C Reimbursement Obligations then due and payable and cash collateralization in an amount of 107% of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of any Obligations under any Secured Rate Contract solely to the extent that Agent has been notified of the amount and type of such Secured Rate Contract prior to the occurrence of the Event of Default and a Reserve has been instituted by Agent in connection therewith; sixth, to payment of any Obligations constituting Bank Products solely to the extent that Agent has been notified of the amount and type of such Bank Products prior to the occurrence of the Event of Default and a Reserve has been instituted by Agent in connection therewith; seventh, to payment of any other amounts owing constituting Obligations (including Secured Rate Contracts and Bank Products not otherwise paid pursuant to Sections 1.10(c)(ii) fifth and 1.10(c)(ii) sixth herein above); and eighth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) 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, fifth and sixth above. (d) Agent is hereby authorized by the Borrowers to, and at its sole election may, charge to the Loan balance on behalf of each Borrower and cause to be paid all fees, expenses, charges, costs and interest and principal, other than principal of the Loans, owing by the Borrowers and the Credit Parties under this Agreement or any payment accruing interestof the other Loan Documents if and to the extent the Credit Parties fail to pay promptly any such amounts as and when due, interest thereon shall be payable for even if the period amount of such extensioncharges would exceed the Borrowing Base or Aggregate Revolving Loan Commitments at such time. All payments hereunder At Agent’s option and to the extent permitted by law, any charges so made shall be made in Dollars or constitute part of the applicable Multicurrency, as applicableLoans hereunder.

Payments by the Borrowers. The applicable Borrower shall make each payment required All payments to be made by it any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder shall be paid not later than 1:00 P.M. Eastern time (whether or, in the case of principalan Alternative Currency, interest or fees, or under Section 2.12, 2.13 or 2.14, or otherwisethe Applicable Time) prior to 12:00 noon, New York City time, on the date when due, in Dollars and in Federal or other funds immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid at the account designated by such Borrower it by notice to the Administrative Agent pursuant to this paragraph, as the case may beapplicable Borrower. Any amounts Payments received after such 1:00 P.M. Eastern time on any date may(or, in the discretion case of an Alternative Currency, the Administrative Agent, Applicable Time) shall be deemed to have been received on the next succeeding Business Day for purposes of calculating Day, and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXaccrue. The Administrative Agent shall may, in its sole discretion, distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following applicable Lenders on the date of receipt thereof, if such payment is received prior to 1:00 P.M. Eastern time (or, in the case of an Alternative Currency, the Applicable Time); 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. If Whenever any payment hereunder shall be due on a day that which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day and(and such extension of time shall be reflected in computing interest or fees, as the case may be), unless (in the case of Eurodollar Table of Contents 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 accruing interestof principal is extended by operation of Law or otherwise, interest thereon shall be payable for the period of such extensionextended time. All payments If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall be made make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount) and without setoff or the applicable Multicurrency, as applicablecounterclaim.

Payments by the Borrowers. Subject to the Intercreditor Agreement: (a) The applicable Borrower shall make each payment promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder in full indefeasibly in immediately available funds in cash on the Termination Date or earlier, if otherwise required by the terms hereof. All payments (including prepayments) to be made by it hereunder (whether each Borrower on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, or under Section 2.12and shall, 2.13 or 2.14except as otherwise expressly provided herein, or otherwisebe made to the Term Agent (for the ratable account of the Persons entitled thereto) prior to 12:00 noonand shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 4:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) Subject to Section 1.8(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; and fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary, and subject to the Intercreditor Agreement, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in the case respect of any payment accruing interestObligation in accordance with clauses first through sixth below, interest thereon and (B) without limiting the foregoing, all amounts collected or received by the Term 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, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable for or reimbursable by the period Borrowers under the Loan Documents; second, to payment of such extension. All payments hereunder shall be made in Dollars Attorney Costs of the Term Lenders payable or reimbursable by the applicable MulticurrencyBorrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, as applicable.to payment of all accrued unpaid interest on the Obligations and fees owed to the Term Agent and the Term Lenders;

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off off, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16 and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Subject to Section 15.23, all payments to be made by it the Borrowers shall be made without set-off, recoupment, or counterclaim except as otherwise expressly permitted hereunder (whether including, without limitation, the terms and provisions of principalthe Investment Agreement and Schedule 3.1-A). Except as otherwise expressly provided herein (including, interest or feeswithout limitation, or under in Section 2.1215.23), 2.13 or 2.14all payments by the Borrowers shall be made to the Agent, or otherwise) prior to 12:00 noonfor the account of the Lenders (but in any event in one wire transfer), New York City timeat the Agent’s address set forth in Section 15.7, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made no later than 1:00 p.m. (New York City time) on the date specified herein. Any payment received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in Agent later than 1:00 p.m. (New York City time) may, at the same currency, such Lender shall apply the proceeds of such new Loan to the payment option 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding following Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to accrue. (b) Unless the Agent receives notice from the Borrowers prior to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly date on which any payment is due to the Persons entitled thereto Lenders that the Borrowers will not make such payment in accordance with full as and when required, the appropriate Agent may assume that the Borrowers have made such payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person in full to the appropriate recipient promptly following receipt thereofAgent 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 any and to the extent the Borrowers have not made such payment hereunder in full to the Agent, each Lender shall be due repay to the Agent on a demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day that is not a Business Day, from the date for payment shall be extended such amount is distributed to such Lender until the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicabledate repaid. (c) [Intentionally Omitted].

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set‑off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent's discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made 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 and expenses, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) Business Days' prior notice to the Administrative Borrower Representative (unless Agent as followshas received written notice from the Borrower Representative that such other fees, except costs and expenses are being disputed in good faith by the Borrowers (it being understood and agreed that payments pursuant any such dispute shall not limit the effect of any Default or Event of Default which shall result from the failure to Sections 2.12make any such payment)), 2.13other fees, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) So long as no Event of Default has occurred and is continuing, all payments received by Agent in respect of any Obligation and all funds transferred and credited to the Collection Account shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by Agent; second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Credit Parties under this Agreement and the other Loan Documents; third, to payment of all Swing Loans; fourth, to payment of all Revolving Loans that are Base Rate Loans; fifth, to payment of all Revolving Loans that are LIBOR Rate Loans; and sixth, to the Borrower Representative's operating account or for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its Commitment Percentage of amounts available to be applied pursuant to clauses fourth, and fifth above. (ii) During the continuance of an Event of Default, Agent 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 eighth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by 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 the payment of any Protective Overadvance funded by Agent and fees, 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 Borrowers under this Agreement (subject to any limitations set forth herein (including Section 9.5)); third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, the Lenders and L/C Issuers; fourth, to payment of all Swing Loans; fifth, to payment of principal of the Obligations (other than obligations under Bank Products) then due and payable (including, without limitation, L/C Reimbursement Obligations then due and payable) and cash collateralization in an amount of 105% of unmatured L/C Reimbursement Obligations to the extent not then due and payable; sixth, to payment of any Obligations under any Secured Rate Contract (solely to the extent that Agent has been notified of the amount and type of such Secured Rate Contract prior to the occurrence of the Event of Default and a Reserve has been instituted by Agent in connection therewith) and Obligations constituting Bank Products (solely to the extent that Agent has been notified of the amount and type of such Bank Products prior to the occurrence of the Event of Default and a Reserve has been instituted by Agent in connection therewith); seventh, to payment of any other amounts owing constituting Obligations (including Secured Rate Contracts and Bank Products not otherwise paid pursuant to Section 1.10(c)(ii), fourth); and eighth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) 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, fifth, sixth and seventh above. (d) Agent is hereby authorized by the Borrowers to, and at its sole election may, charge to the Loan balance on behalf of each Borrower and cause to be paid all fees, expenses, charges, costs and interest and principal, other than principal of the Loans, owing by the Borrowers and the Credit Parties under this Agreement or any payment accruing interestof the other Loan Documents if and to the extent the Credit Parties fail to pay promptly any such amounts as and when due, interest thereon shall be payable for even if the period amount of such extensioncharges would exceed the Borrowing Base or Aggregate Revolving Loan Commitments at such time. All payments hereunder At Agent's option and to the extent permitted by law, any charges so made shall be made in Dollars or constitute part of the applicable Multicurrency, as applicableLoans hereunder.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent shall, unless otherwise directed in writing by 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, Lenders and L/C Issuers fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of 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 in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) Except as otherwise provided in Section 10.1, all payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set‑off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. (New York time) may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be made 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations 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; 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 application to the next succeeding Business Day andcategory, in (ii) each of the case Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of any payment accruing interestamounts available to be applied pursuant to clauses third, interest thereon fourth and fifth above and (iii) no payments by a Credit Party and no proceeds of Collateral of a Credit Party shall be payable for the period applied to Excluded Rate Contract Obligations of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableCredit Party.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), 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 Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent shall, unless otherwise directed in writing by 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, Lenders and L/C Issuers fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of 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 in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory, in (ii) each of the case Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of any payment accruing interestamounts available to be applied pursuant to clauses third, interest thereon fourth and fifth above, and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be payable for applied to Obligations the period guaranty of which by such Guarantor constitute Excluded Rate Contract Obligations of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableGuarantor.

Payments by the Borrowers. The applicable Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.122.13, 2.13 2.14, 2.15 or 2.142.16, or otherwise) prior to 12:00 noon, New York City timeLocal Time, on the date when due, in immediately available funds, without set-off setoff, counterclaim or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may beother deduction. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent as followsat the Administrative Agent’s Account, except that payments pursuant to Sections 2.12, 2.13, 2.14 2.14, 2.15, 2.16, 2.18(b) and 10.03 9.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder (including facility fees, payments required under Section 2.13, and payments required under Section 2.14 relating to any Loan denominated in Dollars, but not including principal of, and interest on, any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14, which are payable in such Foreign Currency) shall be made in Dollars. Notwithstanding the foregoing, if any Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars or on the applicable Multicurrencydue date thereof (or, as applicableif such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if any Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest and fees shall be made without deduction, withholding, set-off or feescounterclaim and shall be made to the Agent, for the account of the Banks (except as otherwise provided in Section 4.1, 4.3, 4.4 or under Section 2.124.10), 2.13 or 2.14at the Principal Office of the Agent in New York, or otherwise) prior to New York, in Dollars and in immediately available funds no later that 12:00 noon, noon (New York City time, on ). The Agent shall distribute such payments to each Bank pro rata according to the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal amount of an outstanding Revolving Loan their respective Commitment Percentages of such Lender principal, interest, fees or other amounts, promptly upon receipt in like funds as received; provided, that no Bank shall be entitled to receive a distribution from the Agent of such portions of principal, interest, or fees to the extent that, at such time of payment by the Borrowers, such portion exceeds such Bank's share of the interests in the same currencyLoan or Letter of Credit to which such principal, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 interest, or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may befee relates. Any amounts payment which is received by the Agent after such time on any date may, in the discretion of the Administrative Agent, 12:00 noon (New York City time) shall be deemed to have been received on the next succeeding Business Day for purposes Day. The Borrowers shall, at the time any of calculating interest thereon. All them makes each payment under this Agreement or any other Credit Document, specify to the Agent in detail the Loans or other amounts payable by the Borrowers to which such payments payment is to be applied (and in the event that it fails so to specify, after reasonable efforts to contact the Company such payment shall be made applied as the Agent may designate to the Administrative Loans or other amounts then due and payable); provided that if no Loans or other amounts are then due and payable or an Event of Default has occurred and is continuing, the Agent may apply any payment to the Obligations in such order as followsit may elect in its sole discretion, except that payments pursuant but subject to Sections 2.12, 2.13, 2.14 the other terms and 10.03 conditions of this Agreement. (b) Whenever any payment under this Agreement or any other Credit Document shall be made directly stated to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, at the rate in effect on such due date; provided, however, that if such extension would cause payment of any payment accruing interest, interest thereon shall be payable for the period on or principal of such extension. All payments hereunder shall Eurodollar Rate Loans to be made in Dollars the next following calendar month, such payment shall be due on the immediately preceding Business Day. (c) Unless the Agent shall have received notice from the Company, prior to the date on which any payment is due to the Banks under this Agreement or any other Credit Document, that the applicable MulticurrencyBorrowers will not make such payment in full, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date and the Agent may, but shall not be so required, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrowers shall not have made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent at the Federal Funds Rate as applicablein effect on such date. Any such sums not timely paid by such Bank shall accrue interest daily at a rate per annum equal to the Federal Funds Rate in effect on such date plus 2%.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or under such other address as Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, New York City time, no later than 1:00 p.m. on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts payment which is received after such time on any date may, by Agent later than 1:00 p.m. may in the Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereonor fee shall continue to accrue. All such payments shall be made Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account application of any other Person to the appropriate recipient promptly following receipt thereof. and all payments in respect of any Obligation and any proceeds of Collateral. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (1) So long as no Event of Default has occurred and is continuing, all payments received by Agent in respect of any Obligation, and all funds transferred to and credited to the Term Loan Priority Account (other than as permitted by the proviso in Section 1.8(b) above) shall be applied to the Obligations as follows: first, to all amounts owing to Agent or the Lenders in respect of Protective Advances; second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Credit Parties under this Agreement and the other Loan Documents; third, to payment of all Term Loans; fourth, to the to the Borrower Representative’s operating account or for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) 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 first, second and third above. (2) Notwithstanding any other provision of this Agreement, during the continuance of an Event of Default, Agent shall apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through eighth below. first, to all costs and expenses of Agent, including Attorney Costs, payable or reimbursable by the Credit Parties under the Loan Documents; second, to all amounts owing to Agent or the Lenders in respect of Protective Advances; third, to all costs and expenses of any Lender, including Attorney Costs, payable or reimbursable by the Credit Parties under the Loan Documents; fourth, to all Obligations constituting fees (including fees payable under Section 1.9); fifth, to all Obligations constituting interest; sixth, to the outstanding principal amount of the FIFO Loans; seventh, to the outstanding principal amount of the FILO Loans; eighth, to all other Obligations; and ninth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) 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 second, third, fourth, fifth, sixth, seventh and eighth, above. (d) Agent is hereby authorized by the Borrowers to, and at its sole election may, charge to the Term Loan balance on behalf of each Borrower and cause to be paid all fees, expenses, charges, costs and interest and principal, other than principal of the Term Loans, owing by the Borrowers and the Credit Parties under this Agreement or any payment accruing interestof the other Loan Documents if and to the extent the Credit Parties fail to pay promptly any such amounts as and when due. At Agent’s option and to the extent permitted by law, interest thereon any charges so made shall be payable for constitute part of the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableTerm Loans hereunder.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to no later than 2:00 p.m. (New York time) on the date due. For purposes of computing interest and Fees and determining Availability as of any date, all payments shall be made by any Revolving Lender deemed received on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender first Business Day following the Business Day on which immediately available funds therefor are received in the same currency, such Lender shall apply the proceeds of such new Loan Collection Account prior 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be2:00 p.m. New York time. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments shall be made Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan to pay (i) interest, principal, agent fees, Unused Commitment Fees, in each instance on the date due, or (ii) after five (5) days prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly to costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. Loan Documents. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent 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 Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent and Lenders; 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 application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicablefourth and fifth above.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, fees (including, without limitation, any Prepayment Fee) and other amounts required hereunder shall (i) be made without set-off, recoupment, counterclaim, withholding or feesdeduction of any kind, (ii) be made to the Lender at its address specified in the signature page hereof (or under such other address as the Lender may from time to time specify in accordance with Section 2.128.2), 2.13 including payments utilizing the ACH system, and (iii) be made in Dollars by wire transfer or 2.14ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the due date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bethereof. Any amounts payment which is received by the Lender after such time on any date 1:00 p.m. (New York City time) may, in the discretion of the Administrative AgentLender’s sole discretion, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest or fee shall continue to accrue and be payable thereon. All such payments shall be made to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. . (b) If any payment due hereunder shall be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay. (c) During the continuance of an Event of Default, the Lender shall apply any and all payments received by the Lender in the case respect of any payment accruing interestObligation in accordance with clauses first through fifth below. Notwithstanding any provision herein to the contrary, interest thereon all payments made by any of the Credit Parties to the Lender 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 and expenses, including Attorney Costs, of the Lender payable for or reimbursable by the period Credit Parties under the Loan Documents; second, to payment of such extension. All payments hereunder shall be made in Dollars or all accrued but unpaid interest then due on the applicable MulticurrencyObligations and all fees then owed to the Lender; third, as applicable.to payment of principal of the Obligations then due and payable;

Payments by the Borrowers. The applicable Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest or feesfees or reimbursement of LC Disbursements, or under Section 2.122.7, 2.13 2.9 or 2.142.10, or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to 12:00 noon, 1:00 p.m. (New York City time) (unless otherwise specified in this Agreement), on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is Borrowers are to repay any principal of an outstanding Revolving Loan of such Lender in the same currencyLender, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 1.5 or paid by such Borrower the Borrowers to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made wired to the 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 followsotherwise expressly provided in the 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 2.122.7, 2.132.9, 2.14 2.10 and 10.03 11.14 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IXthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars or the applicable Multicurrency, as applicableDollars.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Term Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Term Agent (or under such other address as the Term Agent may from time to time specify in accordance with Section 2.128.2), 2.13 or 2.14and shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), or otherwise) prior to 12:00 noon, no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 1:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case of any may be. (i) Subject to Section 1.8(c)(ii), all payments (other than payment accruing interestreceived pursuant to Sections 1.6(a), interest thereon which payments shall be payable for the period of applied as set forth in such extension. All payments hereunder shall be made in Dollars or the applicable MulticurrencySections 1.6(a)), as applicable.) received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term A Lender; second, to payment of interest, fees (including, without limitation, any Prepayment Premium), costs and expenses and any other amounts (other than principal) then due and payable by the Credit Parties under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loans, pro rata amongst the Term Loan A and Term Loan B; and

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments to be made by it hereunder (whether any Loan Party shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by any Loan Party shall be made to the Administrative Agent for the account of principalthe Lending Parties at the 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 the Offshore Currency in which such Loan is denominated or feespayable, and, with respect to all other amounts payable hereunder, shall be made in Dollars (or under Section 2.12in the case of Letter of Credit Fees relating to the Loan Note Credit Support, 2.13 or 2.14, or otherwisein Sterling) prior to 12:00 noon, New York City time, on the date when dueand in each case, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender and (i) in the same currencycase of Offshore Currency payments, no later than such Lender shall apply time on the proceeds of such new Loan to the payment of the principal to dates specified herein as may 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 reasonably determined by such Revolving Lender to the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal lending procedures in the place of payment (as provided notified to the Borrower Representatives on or prior to the Closing Date and thereafter at least five Business Days prior to any change therein) and (ii) in Section 2.04 or paid the case of any Dollar payments no later than 1:00 p.m. (Charlotte, North Carolina time). The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of such payment in like funds as received. Any payment received by such Borrower to the Administrative Agent pursuant to this paragraph, as later than the case may be. Any amounts received after such applicable time on any date may, in the discretion of the Administrative Agent, set forth above shall be deemed to have been received on the next succeeding following Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of calculating interest thereon. All "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payments payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Borrower Representative on behalf of a Borrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent as followson such date in immediately available funds and the Administrative Agent may (but shall not be so required), except that payments pursuant in reliance upon such assumption, distribute to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly each Lender on such due date an amount equal to the Persons entitled thereto amount then due such Lender. If and to the extent such Borrower has not made such payment in accordance with full to the appropriate payment instructions listed on Schedule IX. The Administrative Agent, each Lender shall repay to the Administrative Agent shall distribute any on demand such payments received by it amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a each day that is not a Business Day, from the date for payment shall be extended such amount is distributed to such Lender until the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicabledate repaid.

Payments by the Borrowers. (a) The applicable Borrower shall make each payment promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder (including the MOIC Amount with respect to the Loans) in full indefeasibly in immediately available funds in cash on the Termination Date or earlier, if otherwise required by the terms hereof. All payments (including prepayments) to be made by it hereunder (whether each Borrower on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, or under Section 2.12and shall, 2.13 or 2.14except as otherwise expressly provided herein, or otherwisebe made to the Term Agent (for the ratable account of the Persons entitled thereto) prior to 12:00 noonand shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 4:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) Subject to Section 1.9(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees (including, without limitation, any Exit Fee), costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; and fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term 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, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents; second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Exit Fee) owed to the Term Agent and the Term Lenders; fourth, to payment of principal of the Term Loan; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of any the Term Lenders or other Persons entitled to payment accruing interest, interest thereon shall receive an amount equal to its Pro Rata Percentage of amounts available to be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableapplied.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, fees and other amounts required hereunder shall be made without setoff, recoupment or feescounterclaim and shall, or under Section 2.12except as otherwise expressly provided herein, 2.13 or 2.14be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in dollars and in immediately available funds, without set-off no later than 11:00 a.m. (San Francisco time) on the date specified herein (OTHER than payments with respect to Swing Line Loans, which must be received by 3:00 p.m.), San Francisco time, on the day of payment (which must be a Business Day). The Agent will promptly distribute to each Bank its Commitment Percentage (or counterclaim; other applicable share as expressly provided that if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan herein) of such Lender principal, interest, fees or other amounts, in the same currency, 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 Revolving Lender to the Administrative Agent like funds as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bereceived. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 11:00 a.m. (San Francisco time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If accrue. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full as and when required hereunder, the Agent may assume that such 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, cause to be distributed to each Bank on such due date an amount equal to the case of any amount then due such Bank. If and to the extent such Borrower shall not have made such payment accruing interestin full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon shall be payable for each day from the period of date such extension. All payments hereunder shall be made amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate as in Dollars or the applicable Multicurrency, as applicableeffect for each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether the Borrowers on account of principal, interest interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off or feescounterclaim and shall, or except as otherwise expressly provided with respect to drawings under Section 2.12Letters of Credit and elsewhere herein, 2.13 or 2.14be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off no later than 1:00 p.m. (New York City time) (or counterclaim; provided that 3:00 p.m. (New York City time) in the case of Swingline Loans) on the date specified herein. The Agent will promptly distribute to each Bank its share, if a new Revolving Loan is to be made by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan any, of such Lender principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 1:00 p.m. (New York City time) (or 3:00 p.m. (New York City time) in the same currency, such Lender case of Swingline Loans) 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All or fee shall continue to accrue until such payments shall be made payment is deemed to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If have been received. (b) Whenever any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended to made on the next succeeding Business Day andDay, 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 Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent as required hereunder on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the case of any amount then due such Bank. If and to the extent such Borrower shall not have made such payment accruing interestin full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank, together with interest thereon shall be payable for each day from the period of date such extension. All payments hereunder shall be made amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate as in Dollars or the applicable Multicurrency, as applicableeffect for each such day.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or under such other address as Administrative Agent may from time to time specify in accordance with Section 2.129.2), 2.13 including payments utilizing the ACH system, and shall be made in Dollars with respect to U.S. Obligations or 2.14Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations and by wire transfer or otherwise) prior to 12:00 noonACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided later than 1:00 p.m. (New York time) may in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, ’s discretion be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Applicable Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Administrative Agent as followsBorrower Representative, except that payments pursuant to Sections 2.12other fees, 2.13, 2.14 and 10.03 shall be made directly costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the Persons entitled thereto provisions set forth in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account definition of any other Person to the appropriate recipient promptly following receipt thereof. If “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Administrative Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Administrative Agent in respect of any Obligation in accordance with clauses first through eighth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by Administrative 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 Administrative Agent payable or reimbursable by the Credit Parties under the Loan Documents and to all obligations owing to Agent, Swingline Lender, or L/C Issuer by any Non-Funding Lender under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Administrative Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Noticed Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable); fifth, to payment of any Obligations arising under or pursuant to any Noticed Bank Products, on a pro rata basis; sixth, to payment of any other Obligations then arising under any other Bank Products and any Secured Rate Contracts (other than any Noticed Secured Rate Contracts), on a pro rata basis; seventh, to payment of any other amounts owing constituting Obligations; and eighth, 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 application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and seventh above. Amounts distributed with respect to any Bank Products shall be the actual amount owing under such Bank Product as calculated by the applicable Bank Product Provider and reported in writing to Administrative Agent. Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Rate Contract or Bank Product, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Secured Swap Provider or Bank Product Provider. In the absence of such notice, Administrative Agent may assume the amount to be distributed is the amount of such Secured Rate Contract or Bank Product last reported to it. (d) Notwithstanding the foregoing provisions of subsection 1.10(c), (i) payments from the U.S. Borrowers and proceeds of any U.S. Collateral shall be applied to pay the U.S. Obligations in the order set forth in subsection 1.10(c); in the case of items first and second, to the extent of the U.S. Borrowers’ Ratable Share of such Obligations; in the case of item third, to the extent of interest and fees on the Loans and Letters of Credit advanced to, or for the account of, the U.S. Borrowers; and in the case of item fourth to the principal and cash collateralization of Loans advanced to the U.S. Borrowers and Letters of Credit for the U.S. Borrowers’ account, and thereafter, to the Obligations of the Canadian Borrower in the order set forth above and (ii) payments from the Canadian Borrower and proceeds of any payment accruing interest, interest thereon Canadian Collateral shall be payable applied to pay the Canadian Obligations in the order set forth in subsection 1.10(c); in the case of items first and second, to the extent of the Canadian Borrower’s Ratable Share of such Obligations; in the case of item third, to the extent of interest and fees on the Loans and Letters of Credit advanced to, or for the period account of, the Canadian Borrower; and in the case of such extension. All item fourth to the principal and cash collateralization of Loans advanced to the Canadian Borrower and Letters of Credit for the Canadian Borrower’s account; provided, that in no event shall payments hereunder shall from the Canadian Borrower or proceeds of any Canadian Collateral be made in Dollars or applied to pay the applicable Multicurrency, as applicableU.S. Obligations.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Credit Party on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim, withholding or feesdeduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to the Agent (or under such other address as the Agent may from time to time specify in accordance with Section 2.129.2), 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, and shall be made in Dollars and in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan is to be made by any Revolving Lender no later than 2:00 p.m. (New York time) on a the date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may bedue. Any amounts payment which is received after such time on any date may, in by the discretion of the Administrative Agent, Agent later than 2:00 p.m. (New York time) shall be deemed to have been received on the next immediately succeeding Business Day for purposes and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of calculating interest thereonan Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. All such payments Each Borrower hereby authorizes the Agent and each Lender to make a Revolving Loan (which shall be made a Base Rate Loan and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), Unused Commitment Fees, Letter of Credit Fees and fees payable to Agent pursuant to the Administrative Agent as followsFee Letter owing by the Borrowers on the date due, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly or (ii) after ten (10) days prior notice to the Persons entitled thereto in accordance with Borrower Representative, other fees, costs or expenses payable by such Borrower or any of its Subsidiaries hereunder or under the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person Loan Documents. (b) Subject to the appropriate recipient promptly following receipt thereof. If provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent may, and shall upon the direction of the Majority 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 from Borrowers or their Subsidiaries after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds of Collateral of any Borrower and its Subsidiaries received by the Agent from any Borrowers or its Subsidiaries 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 and the Collateral Agents payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, the Collateral Agents, Lenders and L/C Issuers; fourth, to payment of principal of the Revolving Loan constituting part of the Obligations (including, without limitation, L/C Reimbursement Obligations then due and payable) and cash collateralization of L/C Reimbursement Obligations to the extent not then due and payable); fifth, to payment of any other amounts owing constituting Obligations; sixth, to payment of Obligations with respect to Bank Products; and 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 until exhausted prior to the application to the next succeeding Business Day andcategory and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above. Notwithstanding anything in clause (c) above to the contrary, to the extent the Agent receives proceeds of voting equity interests in any Foreign Subsidiary of a Credit Party, such proceeds shall be applied in accordance with (and in the order of) clauses first through sixth of clause (c) above; provided, however, that in no case shall proceeds from the sale of any payment accruing interest, interest thereon shall be payable for the period more than 65% of such extension. All voting equity interests be applied to the payments hereunder shall be made described in Dollars or the applicable Multicurrency, as applicableclauses first through fifth of clause (c) above.

Payments by the Borrowers. The applicable Borrower shall make each payment required (a) All payments (including prepayments) to be made by it hereunder (whether each Borrower on account of principal, interest interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or feesdeduction of any kind, or under Section 2.12and shall, 2.13 or 2.14except as otherwise expressly provided herein, or otherwisebe made to the Term Agent (for the ratable account of the Persons entitled thereto) prior to 12:00 noonand shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Revolving Loan . Any payment which is to be made received by any Revolving Lender on a date the applicable Borrower is to repay any principal of an outstanding Revolving Loan of such Lender Term Agent later than 1:00 p.m. (New York time) may in the same currency, 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 Revolving Lender to the Administrative Agent as provided in Section 2.04 or paid by such Borrower to the Administrative Agent pursuant to this paragraph, as the case may be. Any amounts received after such time on any date may, in the Term Agent’s discretion of the Administrative Agent, be deemed to have been received on the next immediately succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent as follows, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.03 shall be made directly to the Persons entitled thereto in accordance with the appropriate payment instructions listed on Schedule IX. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment hereunder shall be stated to be due on a day that is not other than a Business Day, the date for such payment shall be extended made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (i) Subject to Section 1.8(c)(ii), all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows: first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender; second, to payment of interest, fees (including, without limitation, any Early Termination Fee), costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; third, to payment of the principal of the Term Loan; fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding Business Day andcategory and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the contrary, (A) during the continuance of a Default or an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term 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, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents; second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5)); third, to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Early Termination Fee) owed to the Term Agent and the Term Lenders; fourth, to payment of principal of the Term Loan; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto. In carrying out the foregoing, (A) amounts received shall be applied in the case numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of any the Term Lenders or other Persons entitled to payment accruing interest, interest thereon shall receive an amount equal to its Pro Rata Percentage of amounts available to be payable for the period of such extension. All payments hereunder shall be made in Dollars or the applicable Multicurrency, as applicableapplied.