Common use of Payments by the Borrowers Clause in Contracts

Payments by the Borrowers. (a) All payments to be made by 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 the 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 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 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 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 payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All Subject to Section 10.1, all payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaimdeduction of any kind. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all such payments by the Borrowers, shall be made to the Agent (for the account of the Banks Persons entitled thereto) at the Agent's Payment Office, and, with respect to principal of, interest on, ’s Office in Dollars and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in 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 2:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified hereindue. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of Any such payment in like funds as received. Any payment which is received by the Agent later than 10:00 a.m. 2:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. 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 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 on the dates specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Agent receives notice from a Borrower prior to the 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without set-offsetoff, recoupment deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Except as otherwise expressly provided hereinSubject to Section 10.05, all payments the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers, shall Borrowers hereunder to which such payment is to be made to applied. Each payment received by the Administrative Agent for the account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, and a Lender under this Agreement or any other amounts relating to, any Offshore Currency Loan, Note shall be made in the Offshore Currency in which paid to such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case Lender by wire transfer 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 immediately available funds in accordance with normal banking procedures in the place of paymentwiring instructions provided by such Lender to the Administrative Agent from time to time, and (ii) in for 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) account of such payment in like funds as receivedLender at the applicable Lending Office of such Lender. Any Each payment received by the Administrative Agent later than 10:00 a.m. (San Francisco time), or later than for the time specified by the Agent as provided in clause (i) above (in the case account of Offshore Currency payments), an Issuing Bank under this Agreement shall be deemed paid to have been received on such Issuing Bank by wire transfer of immediately available funds in accordance with the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject wiring instructions provided by such Issuing Bank to the provisions set forth in Administrative Agent from time to time, for the definition account of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on Issuing Bank. In the following Business Day, and event the Administrative Agent fails to pay such extension of time shall in amounts to such case be included in the computation of interest Lender or feessuch Issuing Bank, as the case may be. (c) Unless the Agent receives notice from a Borrower prior to the date on which any payment is due to the Banks that the Borrower will not make , within one Business Day of receipt of such payment in full as and when requiredamounts, the Administrative Agent may assume that the Borrower has made such payment in full to the Agent shall pay interest on such date in Same Day 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 until paid at a rate per annum 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 orfrom time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, in the case of a payment in an Offshore Currencyif any, the Overnight Rate, for each day from the date such amount is distributed applicable to such Bank until payment for the date repaidperiod of such extension.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrowers, shall be made to the Agent for the ratable account of the 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 Dollars or the Offshore applicable Eligible Currency in which the case of Multicurrency Loans (or where such Loan amount is denominated or payable, and, with respect in the Euro and payment thereof is to all other amounts payable hereunder, shall be made in Dollars. Such payments the Euro and in immediately available, freely transferable, cleared funds to such account with such bank in such principal financial center as the Agent shall be made have specified for this purpose) and in Same Day Fundsimmediately available funds, and no later than 1:00 P.M. (iNew York City time) (or 3:00 P.M. (New York City time) 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 Swingline Loans) (iior 1:00 P.M. (London time) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco timeMulticurrency Loans) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (share, if any, of such principal, interest, fees or other applicable share as expressly provided herein) of such payment amounts, in like funds as receivedreceived (except as set forth in Section 2.12(e)). Any payment which is received by the Agent later than 10:00 a.m. 1:00 P.M. (San Francisco New York City time), ) (or later than the time specified by the Agent as provided in clause 3:00 P.M. (iNew York City time) above (in the case of Offshore Currency payments), Swingline Loans) (or 1:00 P.M. (London time) in the case of Multicurrency Loans) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may bebe (subject to the provisions set forth in the definition of the term of "Interest Period" herein). (c) Unless the Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full as and when requiredfull, the Agent may assume that the such Borrower has made such payment in full to the Agent as required hereunder on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower has 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 at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidsuch Bank repays such amount to the Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, each Borrower shall be made to the Agent for the account of the Banks Bank at the Agent's Payment Office, and, with respect to principal of, interest on, and any other amounts relating to, any Offshore Currency LoanLoan 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 Agent 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 10:00 a.m. 12:00 noon (San Francisco Chicago time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment which is received by the Agent Bank later than 10:00 a.m. 12:00 noon (San Francisco Chicago time), or later than the time specified by the Agent Bank as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers Company or the Dutch Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided hereinherein (including in Section 11.10), all payments by the Borrowers, Company and the Dutch Borrower shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment ’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 U.S. Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Charlotte time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank Lender its Total Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 1:00 p.m. (San Francisco Charlotte time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject All payments to be made by the Canadian Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Canadian Borrower shall be made to the provisions set forth Administrative Agent for the account of the Lenders at the Administrative Agent’s Office, and shall be made in Canadian Dollars and in immediately available funds, no later than 2:00 p.m. (Toronto time) on the definition date specified herein. The Administrative Agent will promptly distribute to each Lender its Total Pro Rata Share (or other applicable share as expressly provided herein) of "Interest Period" herein, whenever such payment in like funds as received. Any payment received by the Administrative Agent later than 2:00 p.m. (Toronto time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (c) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of a Eurodollar Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cd) Unless the Administrative Agent receives notice from a the Company or the Dutch Borrower prior to the date on which any payment is due to the Banks Lenders that the Company or the Dutch Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower Company or the Dutch Borrower, as applicable, has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower Company or the Dutch Borrower, as applicable, has not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid. (e) Unless the Administrative Agent receives notice from the Canadian Borrower prior to the date on which any payment is due to the Lenders that the Canadian Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Canadian Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Canadian Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Canadian Cost of Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers hereunder or under the other Loan Documents shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all such payments shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Principal Office in immediately available funds not later than 11:00 a.m. on the date specified herein. All amounts received by the Administrative Agent after such time on any date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. The Administrative Agent will promptly distribute to each applicable Lender its ratable share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office (or otherwise distribute such payment in like funds as received to the Person or Persons entitled thereto as provided herein). If any payment to be made by the Borrowers shall fall due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be. Except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent for the account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, and hereunder or under any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, Document shall be made in Dollars. Such payments shall be made in Same Day FundsFollowing the Borrowers’ written approval, the Administrative Agent is hereby authorized to charge the account of the Borrowers maintained with the Administrative Agent for the payment of principal, interest, 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 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 payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accruefees hereunder. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided specified herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks applicable Lenders at the Agent's ’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 Office no later than 11:00 a.m. (local time) on the Offshore Currency in which date specified herein. All such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, funds immediately available to the Agent and (i) in the case of principal and interest payments with respect to Offshore Currency paymentsRate Loans, 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 paymentApplicable Currency, and (ii) in the case of any Dollar paymentsother amount, no later than 10:00 a.m. (San Francisco time) on the date in Dollars or such other currency as shall be specified herein. The Agent will promptly distribute to each Bank applicable Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receivedreceived which, except as otherwise expressly provided herein, shall be based upon such Lender’s Percentage of the Loans in respect of which such payment has been made. Any payment received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco local time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 date on which any payment is due to the Banks applicable Lenders that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the a Borrower has not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-offsetoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks Lenders at the Agent's ’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 Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 11:00 a.m. (San Francisco Central time) on the date specified herein. The Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receivedreceived which, except as otherwise expressly provided herein, shall be based upon such Lender’s Pro Rata Share of the Loans in respect of which such prepayment has been made. Any payment received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco Central time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds LIBOR Rate or, in plus the case of a payment in an Offshore Currency, the Overnight Rate, Applicable Margin for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks Lenders 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 dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 11:00 a.m. (San Francisco local time) on the date specified herein. The Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receivedreceived which, except as otherwise expressly provided herein, shall be based upon such Lender's Pro Rata Share of the Loans in respect of which such prepayment has been made. Any payment received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco local time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the a Borrower has not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Persons entitled thereto) and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 4:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 4:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless Subject to Section 1.8(c)(ii), all payments received by the Term Agent receives notice from a Borrower 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If and its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the extent contrary, (A) during the Borrower 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 made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, pro rata, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 on demand such amount distributed and the Term Lenders; fourth, to such Bankpayment of principal of the Term Loan; fifth, together with interest thereon at to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the Federal Funds Rate oraccount 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 a the Term Lenders or other Persons entitled to payment in shall receive an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed equal to such Bank until the date repaidits Pro Rata Percentage of amounts available to be applied.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower shall be made without set-offcondition or deduction for any counterclaim, defense, recoupment or counterclaimsetoff. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent Administrative Agent, for the account of the Banks respective Lenders or Letter of Credit Issuers to which such payment is owed, at the Administrative Agent's Payment ’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 Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 3:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 3:00 p.m. (San Francisco New York, New York time)) may be deemed, or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments)Administrative Agent’s sole discretion, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives shall have received notice from a Borrower the Borrowers prior to the date on time at which any payment is due to the Banks Administrative Agent for the account of the Lenders or the Letter of Credit Issuers hereunder that the Borrower Borrowers will not make such payment in full as and when requiredpayment, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds accordance herewith and the Agent may (but shall not be so required)may, in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the applicable Lenders or Letter of Credit Issuers, as the case may be, the amount then due due. In such Bank. If and to event, if the extent the Borrower has Borrowers have not in fact made such payment in full payment, then each of the applicable Lenders or Letter of Credit Issuers, as the case may be, severally agrees to the Agent, each Bank shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such BankLender or such Letter of Credit Issuer, together in immediately available funds with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Ratethereon, for each day from and including the date such amount is distributed to such Bank until it to but excluding the date repaidof payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender, Letter of Credit Issuer or Borrower with respect to any amount owing under this clause (c) shall be conclusive, absent manifest error.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower hereunder shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, such Borrower shall be made to the Administrative Agent for the account of the 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 Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 12:30 P.M. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share Percentage (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 12:30 P.M. (San Francisco Chicago time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the applicable Borrower prior to the date on which any payment is due to the Banks that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative 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 such Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Effective Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the 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 dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrueaccrue to such Business Day. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the Borrowers prior to the date on which any payment is due to the Banks that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower has Borrowers have 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower hereunder shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, such Borrower shall be made to the Administrative Agent for the account of the 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 Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 12:30 P.M. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share Percentage (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 12:30 P.M. (San Francisco Chicago time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the applicable Borrower prior to the date on which any payment is due to the Banks that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative 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 such Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the 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 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 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 10:00 a.m. 12:00 noon (San Francisco Chicago time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 10:00 a.m. 12:00 noon (San Francisco Chicago time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the applicable Borrower prior to the 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid. (d) All payments 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 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 law, 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 the 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. (a) All payments to be made by the Borrowers shall be made without set-offsetoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Administrative Agent for the account of the 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 payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Fundslike funds received, 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 Administrative 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 10:00 9:00 a.m. (San Francisco time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 10:00 9:00 a.m. (San Francisco time), or later than the time specified by the Administrative Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative 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 Borrowers have not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currencycurrency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Persons entitled thereto) and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless 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 receives notice from a Borrower 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If and its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the extent contrary, (A) during the Borrower 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 made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, pro rata, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 on demand such amount distributed and the Term Lenders; fourth, to such Bankpayment of principal of the Term Loan; fifth, together with interest thereon at to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the Federal Funds Rate oraccount 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 a the Term Lenders or other Persons entitled to payment in shall receive an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed equal to such Bank until the date repaidits Pro Rata Percentage of amounts available to be applied.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent and for the ratable account of the Banks Persons holding the applicable Obligations at the Agent's Payment Officeaddress for payment, andincluding wire instructions, as Agent may from time to time specify in writing to Borrower Representative in accordance with respect to principal ofSection 10.2, interest onincluding payments utilizing the ACH system, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer or ACH transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 10:00 a.m. (San Francisco time) 1:00 p.m. on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided 1:00 p.m. may in clause (i) above (in the case of Offshore Currency payments), shall Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent, 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 Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included excluded in the computation computation, and if applicable, payment, of interest or fees, as the case may be, on such next succeeding Business Day; provided that such extension of time shall be included in the next succeeding computation and payment of interest and fees; provided further that if the scheduled payment date is the maturity date of any Loan such extension of time shall include such interest and fees, which shall be payable on such next succeeding Business Day. (c) Unless Notwithstanding any contrary provision set forth herein or in any other Loan Document, (i) during the continuance of an Event of Default, Agent receives notice from a Borrower prior 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 date on which any payment is due to Obligations under the Banks that the Borrower will not make Loan Documents have been accelerated (so long as 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower acceleration has not made such been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied as follows: first, to payment in full 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, each Bank shall repay Lenders and L/C Issuers (whether or not accruing after the filing of any case under the Bankruptcy Code with respect to the Agent on demand any Obligations and whether or not a claim for such amount distributed to post-filing or post-petition interest, fees, and charges is allowed or allowable in any such Bank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.proceeding);

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, fees and other amounts required hereunder shall be made without set-offsetoff, recoupment or counterclaim. Except counterclaim and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, in dollars and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 11:00 a.m. (San Francisco time) on the date specified hereinherein (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 Pro Rata Share Commitment Percentage (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 10:00 11:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full as and when requiredrequired hereunder, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower has 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 at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidsuch Bank repays such amount to the Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks and Designated Bidders 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 dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 11:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 11:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the applicable Borrower prior to the date on which any payment is due to the Banks or Designated Bidders that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank or Designated Bidder on such due date an amount equal to the amount then due such BankBank or Designated Bidder. If and to the extent the such Borrower has not made such payment in full to the Agent, each Bank or Designated Bidder shall repay to the Agent on demand such amount distributed to such BankBank or Designated Bidder, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank or Designated Bidder until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent (for the ratable account of the Banks Persons entitled thereto) at the Agent's Payment Officeaddress for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), and, with respect to principal of, interest onincluding payments utilizing the ACH system, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer or ACH transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 10:00 a.m. (San Francisco time) 1:00 p.m. on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided 1:00 p.m. may in clause (i) above (in the case of Offshore Currency payments), shall Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application of any and all payments in respect of any Obligation and any proceeds of Collateral. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c1) Unless 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 receives notice from a 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date 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 then due such Bankof 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. If 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 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 of the other Loan Documents if and to the extent the Borrower has not made Credit Parties fail to pay promptly any such payment in full amounts as and when due. At Agent’s option and to the Agentextent permitted by law, each Bank any charges so made shall repay to constitute part of the Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidTerm Loans hereunder.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made free and clear of and without set-off, recoupment or counterclaim. Except as otherwise expressly provided specified herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks applicable Lenders at the Agent's ’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 Office no later than 11:00 a.m. (local time) on the Offshore Currency in which date specified herein. All such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, funds immediately available to the Agent and (i) in the case of principal and interest payments with respect to Offshore Currency paymentsRate Loans, 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 paymentApplicable Currency, and (ii) in the case of any Dollar paymentsother amount, no later than 10:00 a.m. (San Francisco time) on the date in Dollars or such other currency as shall be specified herein. The Agent will promptly distribute to each Bank applicable Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receivedreceived which, except as otherwise expressly provided herein, shall be based upon such Lender’s Percentage of the Loans in respect of which such payment has been made. Any payment received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco local time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 date on which any payment is due to the Banks applicable Lenders that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the a Borrower has not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks and Designated Bidders 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 dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in 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 paymentsimmediately available funds, no later than 10:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the Borrowers prior to the date on which any payment is due to the Banks or Designated Bidders that the a Borrower will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank or Designated Bidder on such due date an amount equal to the amount then due such BankBank or Designated Bidder. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank or Designated Bidder shall repay to the Agent on demand such amount distributed to such BankBank or Designated Bidder, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank or Designated Bidder until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrowers, shall be made to the Agent for the ratable account of the 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 Dollars and in which such Loan is denominated immediately available funds, no later than 1:00 p.m. (New York City time) (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 3:00 p.m. (iNew York City time) 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 10:00 a.m. (San Francisco timeSwingline Loans) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (share, if any, of such principal, interest, fees or other applicable share as expressly provided herein) of such payment amounts, in like funds as received. Any payment which is received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York City time), ) (or later than the time specified by the Agent as provided in clause 3:00 p.m. (iNew York City time) above (in the case of Offshore Currency payments), Swingline Loans) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may bebe (subject to the provisions set forth in the definition of the term of "Interest Period" herein). (c) Unless the Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full as and when requiredfull, the Agent may assume that the such Borrower has made such payment in full to the Agent as required hereunder on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower has 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 at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidsuch Bank repays such amount to the Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, any Borrower shall be made to the Agent for the account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in SECTION 16.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 12:00 noon (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 12:00 noon (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 date on which any payment is due from such Borrower to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender from such Borrower. If and to the extent the a Borrower has not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.the

Payments by the Borrowers. (a) All payments to be made by 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, Borrowers and/or the Subsidiary Swing Line Borrowers shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment Office, and, Office and (i) with respect to principal of, interest on, and any other amounts amount relating to, to any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, 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, Funds and (ix) 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 (and advised in writing to the Borrowers) to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (iiy) in the case of any U.S. Dollar payments, no later than 10:00 11:00 a.m. (San Francisco New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (ix) above or (in the case of Offshore Currency payments)y) above, as applicable, shall be deemed to have been received on the following Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be 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 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 Banks Lenders that the Borrower 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 Borrower Borrowers and/or the applicable Subsidiary Swing Line Borrower, as the case may be, 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 so requiredrequired to), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower Borrowers and/or the applicable Subsidiary Swing Line Borrower, as the case be, has not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, (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 Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-offset‑off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks Persons entitled thereto) at the Agent's Payment Office, and, address for payment specified in the signature page hereof in relation to the Term Agent (or such other address as the Term Agent may from time to time specify in accordance with respect to principal of, interest onSection 8.2), and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent's discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless So long as no Event of Default has occurred and is continuing, all payments received by the Term Agent receives notice from a 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date 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 amount then due such Bankcontinuance 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. If and Notwithstanding any provision herein to the extent contrary, all amounts collected or received by the Borrower Term Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 on demand such amount distributed and the Term Lenders; fourth, to such Bankpayment of principal of the Term Loan; fifth, together with interest thereon at to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the Federal Funds Rate oraccount 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 a the Term Lenders or other Persons entitled to payment in shall receive an Offshore Currencyamount equal to its Pro Rata Percentage of amounts available to be applied pursuant to clauses third, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidfourth and fifth above.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest and fees shall be made without deduction, withholding, set-off, recoupment off or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, counterclaim and shall be made to the Agent Agent, for the account of the Banks (except as otherwise provided in Section 4.1, 4.3, 4.4 or 4.10), at the Agent's Payment OfficePrincipal Office of the Agent in New York, andNew York, with respect to principal of, interest on, in Dollars and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, immediately available funds 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 that 12:00 noon (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein). The Agent will promptly shall distribute such payments to each Bank its Pro Rata Share (pro rata according to the amount of their respective Commitment Percentages of such principal, interest, fees or other applicable share as expressly provided herein) of such payment 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 Loan or Letter of Credit to which such principal, interest, or fee relates. Any payment which is received by the Agent later than 10:00 a.m. after 12:00 noon (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following next succeeding Business Day Day. The Borrowers shall, at the time any of 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 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 applied as the Agent may designate to the 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 applicable interest or fee shall continue payment to accruethe Obligations in such order as it may elect in its sole discretion, but subject to the other terms and conditions of this Agreement. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is under this Agreement or any other Credit Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, at the rate in effect on such due date; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be due on the immediately preceding Business Day. (c) Unless the Agent receives shall have received notice from a Borrower 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 Borrower Borrowers will not make such payment in full as and when requiredfull, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds and the Agent may (may, but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower has 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 at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidsuch Bank repays such amount to the Agent at the Federal Funds Rate as in 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. (a) All payments Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 noon, New York City time, on the Borrowers date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender to a Borrower on a date such Borrower is to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid 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 without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments available by the Borrowers, shall be made such Lender to the Agent for the account of the 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 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 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 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 payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Administrative Agent as provided in clause (i) above (Section 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 case discretion of Offshore Currency payments)the Administrative Agent, shall be deemed to have been received on the following next succeeding Business Day and any applicable for purposes of calculating interest or fee thereon. All such payments shall continue to accrue. (b) Subject be made to the provisions set forth in Administrative Agent at its offices at 270 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇cept that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the definition Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of "Interest Period" herein, whenever any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day other than that is not a Business Day, such the date for payment shall be 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 extended to the 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 next succeeding Business Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 orand, in the case of a any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidDollars.

Payments by the Borrowers. (a) All Subject to Section 11.01(b) and Section 2.04A(h), all payments (including prepayments) to be made by the Borrowers on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim. Except ; shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrowers, shall be made to the Administrative Agent for the ratable account of the Banks Lenders at the Administrative Agent's Payment Office, and, with respect to principal of, interest on, ’s Office and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency currency of such Extension of Credit and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 a.m. (San Francisco time) Requisite Time therefor on the date specified herein. The Subject to Section 11.01(b) and Section 2.04A(h), the Administrative Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), Requisite Time therefor shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Notwithstanding any other provisions of this Agreement, if and to the extent that EMU Legislation provides that amounts denominated in the euro or 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 may be made in either the euro or such NCU. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of “Interest Period” herein. (c) Unless the Administrative Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the such Borrower will not make such payment in full as and when requiredrequired hereunder, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the a Borrower has shall not have made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaidsuch each such day.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower hereunder shall be made without set-offsetoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, such Borrower shall be made to the Administrative Agent for the account of the 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 Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 1:30 P.M. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank its Pro Rata Share Percentage (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 1:30 P.M. (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the applicable Borrower prior to the date on which any payment is due to the Banks that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative 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 such Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Effective Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) The Borrower 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 the Borrowers each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Persons entitled thereto) and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 4:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 4:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless Subject to Section 1.9(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent receives notice from a Borrower 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If and its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the extent contrary, (A) during the Borrower 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 made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, pro rata, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 on demand such amount distributed and the Term Lenders; fourth, to such Bankpayment of principal of the Term Loan; fifth, together with interest thereon at to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the Federal Funds Rate oraccount 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 a the Term Lenders or other Persons entitled to payment in shall receive an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed equal to such Bank until the date repaidits Pro Rata Percentage of amounts available to be applied.

Payments by the Borrowers. (a) The Borrower 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 the Borrowers each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Persons entitled thereto) and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 4:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 4:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless Subject to Section 1.9(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent receives notice from a Borrower 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If and its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the extent contrary, (A) during the Borrower 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 made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, pro rata, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 on demand such amount distributed and the Term Lenders; fourth, to such Bankpayment of principal of the Term Loan; fifth, together with interest thereon at to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the Federal Funds Rate oraccount 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 a the Term Lenders or other Persons entitled to payment in shall receive an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed equal to such Bank until the date repaidits Pro Rata Percentage of amounts available to be applied.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Loan Party shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, any Loan Party shall be made to the Administrative Agent for the account of the Banks 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 payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made Dollars (or in Same Day Fundsthe case of Letter of Credit Fees relating to the Loan Note Credit Support, in Sterling) and in each case, in immediately available funds, and (i) in the case of Offshore Currency payments, no later than such time on the dates specified herein as may be reasonably determined by the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking lending procedures in the place of payment, payment (as 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 the case of any Dollar payments, payments no later than 10:00 a.m. 1:00 p.m. (San Francisco Charlotte, North Carolina time) on the date specified herein). The Administrative Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. (San Francisco time), or later than the applicable time specified by the Agent as provided in clause (i) set forth above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 Banks Lenders that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the such Borrower has not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment recoupment, or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment Office, and, with respect to principal of, interest on’s address set forth in Section 15.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 3:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 3:00 p.m. (San Francisco New York, New York time)) may be deemed, or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments)Administrative Agent’s sole discretion, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from a Borrower the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the 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 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 date specified 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 payment principal, interest, fees or other amounts, in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the Company on behalf of the respective Borrower prior to the date on which any payment is due to the Banks that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has 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, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower 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 a payment in an Offshore offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers either Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, either Borrower shall be made to the Paying Agent for the account of the Banks Lenders 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 dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in 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 paymentsimmediately available funds, no later than 10:00 a.m. (San Francisco time) on the date specified herein. The Paying Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Paying Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of interest on an Offshore Rate Loan, such following Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Paying Agent receives notice from a the applicable Borrower prior to the date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Paying Agent may assume that the such Borrower has made such payment in full to the Paying Agent on such date in Same Day Funds immediately available funds, and the Paying Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the applicable Borrower has not made such payment in full to the Paying Agent, each Bank Lender shall repay to the Paying Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, any Borrower shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in Section 16.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 12:00 Noon (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 12:00 Noon (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the applicable Borrower prior to the date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the such Borrower has made shall make such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the any Borrower has does not made make such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. Subject to the Intercreditor Agreement: (a) The Borrower 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 the Borrowers each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Persons entitled thereto) and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 4:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 4:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless Subject to Section 1.8(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent receives notice from a Borrower 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If and its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the extent contrary, and subject to the Borrower 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 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 made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, pro rata, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 owed to the Term Agent on demand such amount distributed to such Bank, together with interest thereon at and the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.Term Lenders;

Payments by the Borrowers. (a) All payments to be made by the Borrowers either Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, either Borrower shall be made to the Administrative Agent for the account of the Banks Lenders 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 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 paymentsimmediately available funds, no later than such 1:00 p.m. (local time on of 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 10:00 a.m. (San Francisco timeAgent's Payment Office) on the date specified herein. The All payments with respect to the Euro Revolving Facility, the Euro Term Loans A and the Euro Term Loans B shall be made in Euros, and all other payments shall be made in Dollars. Except as expressly otherwise provided herein, the Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment distribute, in like funds as received, to each Lender its applicable Facility Percentage (or other applicable portion) of such payment. Any payment received by the Administrative Agent later than 10:00 a.m. 1:00 p.m. (San Francisco time), or later than local time of the time specified by the Agent as provided in clause (iAgent's Payment Office) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of an Eurocurrency Loan, such following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from a Borrower prior to the date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the a Borrower has not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, (in the case of a payment payments in an Offshore Currency, Dollars) or the Overnight Rate, Rate (in the case of payments in any other currency) for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers each Borrower shall be made without set-offsetoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, each Borrower shall be made to the Agent for the account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in SECTION 15.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Chicago time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds 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 Lender an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such Bankthe Lenders, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank the Lenders until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment Office, and, Office and (i) with respect to principal of, interest on, and any other amounts amount relating to, to any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, 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, Funds and (ix) 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 (and advised in writing to the 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 (iiy) in the case of any U.S. Dollar payments, no later than 10:00 a.m. 12:00 noon (San Francisco Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (ix) above or (in the case of Offshore Currency payments)y) above, as applicable, shall be deemed to have been received on the following Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of an Offshore Rate Loan, the following Business Day is the first Business Day of a calendar month, in which event such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from a the applicable Borrower prior to the date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the applicable Borrower has not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, (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 Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments The Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.22(b), Section 2.26 or Section 2.28, or otherwise) prior to 1:00 p.m., New York City time, on the Borrowers shall be made date when due, in immediately available funds, without set-off, recoupment setoff or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent for the account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, and any other Any amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency payments, no later than received after 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 any date in accordance with normal banking procedures may, in the place discretion of paymentthe Agent, 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 payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following next succeeding Business Day and any applicable for purposes of calculating interest or fee thereon. All such payments shall continue to accrue. (b) Subject be made to the provisions set forth in Agent at its offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, except payments to be made directly to an Issuing Lender or a Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.22(b), Section 2.26, Section 2.28 and Section 10.04 shall be made directly to the definition Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Agent shall distribute any such payments received by it for the ​ 4879-0244-9248v.777 US 9692390v.1 CHA715/20025 account of "Interest Period" herein, whenever any other Person to the appropriate recipient promptly following receipt thereof. If any payment is under any Loan Document (other than payments with respect to EurocurrencyTerm Benchmark Borrowings) shall be due on a day other than 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 made on the following last Business DayDay of subject calendar month, 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 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 Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 orand, in the case of a any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaiddollars.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim. Except ; shall, except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrowers, shall be made to the Agent for the ratable account of the 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 dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 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 Pro Rata Share Commitment Percentage (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 10:00 11:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower Borrowers will not make such payment in full as and when requiredrequired hereunder, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower has Borrowers 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 at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidsuch Bank repays such amount to the Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrowers. (a) All payments 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 Borrowers 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 without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments available by the Borrowers, shall be made such Revolving Lender to the Agent for the account of the 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 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 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 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 payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Administrative Agent as provided in clause (i) above (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 case discretion of Offshore Currency payments)the Administrative Agent, shall be deemed to have been received on the following next succeeding Business Day and any applicable for purposes of calculating interest or fee thereon. All such payments shall continue to accrue. (b) Subject be made to the provisions set forth 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 definition appropriate payment instructions listed on Schedule VIII. The Administrative Agent shall distribute any such payments received by it for account of "Interest Period" herein, whenever any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day other than that is not a Business Day, such the date for payment shall be 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 extended to the 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 next succeeding Business Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 orand, in the case of a any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in an Offshore CurrencyDollars or the applicable Multicurrency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidas applicable.

Payments by the Borrowers. (a) All payments to be made by the Borrowers any Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, any Borrower shall be made to the Agent for the account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in Section 15.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 3:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 3:00 p.m. (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (ba) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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. (cb) Unless the Agent receives notice from a Borrower the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers a Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, a Borrower shall be made to the Agent for the account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in Section 15.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Chicago time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco Chicago time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the such Borrower has not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Applicable Agent for the account of the Banks Lenders at the Agent's applicable Payment Office, and, Office and (i) with respect to principal of, interest on, on and any other amounts amount relating to, to any Offshore Currency Canadian Loan, shall be made in the Offshore Currency in which such Loan is denominated or payableCanadian Dollars, and, 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, Funds and (ix) 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 Canadian Dollar payments, no later than 10:00 11:00 a.m. (San Francisco Chicago time) on the date specified herein and (y) in the case of U.S. Dollar payments, no later than 11:00 a.m. (Chicago time) on the date specified herein. The Applicable Agent will promptly distribute to each Bank Lender its Pro Rata Share (or its Canadian Percentage or other applicable share as expressly provided in Section 2.2.6 or elsewhere herein) of such payment in like funds as received. Any payment received by the an Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (ix) above or (in the case of Offshore Currency payments)y) above, as applicable, shall be deemed to have been received on the following Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be 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 Applicable Agent receives notice from a the applicable Borrower prior to the date on which any payment is due to the Banks Lenders (or any of them) that the such Borrower will not make such payment in full as and when required, the such Agent may assume that the such Borrower has made such payment in full to the such Agent on such date in Same Day Funds and the such Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, distribute to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the applicable Borrower has not made such payment in full to the such Agent, each Bank applicable Lender shall repay to the such Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, (i) in the case of a payment in an Offshore CurrencyCanadian Dollars, the Overnight Canadian Cost of Funds, and (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 Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers any Borrower on account of principal, interest, drawings under Letters of Credit, fees and other amounts required hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided with respect to drawings under Letters of Credit and elsewhere herein, all payments by the Borrowers, shall be made to the Agent for the ratable account of the Banks at the Agent's Payment Office, andOffice 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 any other amounts relating to, any Offshore Currency Loan, shall be made or any other Obligation payable in an Offshore Currency, in the Offshore Currency in which such Offshore Currency Loan or other Obligation is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made except as otherwise expressly provided herein, 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 date 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 10:00 11:00 a.m. (San Francisco time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share Applicable Percentage (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds and currency as received. Any payment which is received by the Agent later than 10:00 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 clause (i) above (in the case of Offshore Currency payments), ) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (ba) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, subject to the provisions set forth in the definition of "Interest Period" herein. (cb) Unless the Agent receives shall have received notice from a Borrower the Borrowers' Agent prior to the date on which any payment is due to the Banks hereunder that the any Borrower will not make such payment in full as and when requiredrequired hereunder, the Agent may assume that the such Borrower has 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, distribute 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 any such Borrower has 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 a payment in an Offshore Currency, the Overnight Rate, as in effect for each day from the date such amount is distributed to such Bank until the date repaidday.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, fees and other amounts required hereunder shall be made without set-offoff or counterclaim and shall, recoupment or counterclaim. Except except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Documentation Agent at its Payment Office for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, in Dollars and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, no later than such time on the dates specified herein as may be determined (unless otherwise waived by the Documentation Agent with respect to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of a payment, and ) 2:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Documentation Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Documentation Agent later than 10:00 a.m. 2:00 p.m. (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrueaccrue until such payment is deemed to have been received. (b) Subject to the provisions Except as otherwise set forth in the definition of "Interest Period" herein, whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower such borrower will not make such payment in full as and when requiredfull, the Documentation Agent may assume that the Borrower has made such payment in full to the Documentation Agent as required hereunder on such date in Same Day Funds and the Documentation Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower has shall not have made such payment 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 thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.interest

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, fees and other amounts required hereunder shall be made without set-offsetoff, recoupment or counterclaim. Except counterclaim and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent for the ratable account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest on, in dollars and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 11:00 a.m. (San Francisco time) on the date specified herein, San Francisco time, on the day of payment (which must be a Business Day). The Agent will promptly distribute to each Bank Lender its Pro Rata Share Commitment Percentage (or other applicable share as expressly provided herein) of such payment principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later than 10:00 11:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the Agent receives shall have received notice from a Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the such Borrower will not make such payment in full as and when requiredrequired hereunder, the Agent may assume that the such Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the such Borrower has shall not have made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaidsuch Lender repays such amount to the Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks Persons entitled thereto) at the Agent's Payment Office, and, address for payment specified in the signature page hereof in relation to the Term Agent (or such other address as the Term Agent may from time to time specify in accordance with respect to principal of, interest onSection 8.2), and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless Subject to Section 1.8(c)(ii), all payments (other than payment received pursuant to Sections 1.6(a), which payments shall be applied as set forth in such Sections 1.6(a)), as applicable) received by the Term Agent receives notice from a Borrower prior and the Term Lenders in respect of any Obligation shall be applied to the date on which any payment is due Obligations as follows: first, to the Banks that payment of any Protective Overadvance funded by the Borrower will not make such Term Agent or any Term A Lender; second, to payment in full as of interest, fees (including, without limitation, any Prepayment Premium), costs and when required, expenses and any other amounts (other than principal) then due and payable by the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds Credit Parties under this Agreement and the Agent may (but shall not be so required)other Loan Documents; third, in reliance upon such assumptionto payment of the principal of the Term Loans, distribute to each Bank on such due date an amount equal to pro rata amongst the amount then due such Bank. If Term Loan A 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.Term Loan B; and

Payments by the Borrowers. (a) All payments to be made by or on behalf of the Borrowers shall be made without set-off, recoupment recoupment, or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment Office, and, with respect to principal of, interest on’s address set forth in Section 16.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 3:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. 3:00 p.m. (San Francisco New York, New York time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from a the Borrowers (or Administrative Borrower on behalf of the Borrowers) prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has Borrowers have made such payment in full to the Administrative Agent on such date in Same Day Funds immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the ------------------------- Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Administrative Agent for the account of the Banks Lenders at the Administrative Agent's Payment Office, and, Office and (i) with respect to principal of, interest on, and any other amounts amount relating to, to any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, 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, Funds and (ix) 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 (and advised in writing to the 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 (iiy) in the case of any U.S. Dollar payments, no later than 10:00 a.m. 12:00 noon (San Francisco Chicago time) on the date specified herein. The Administrative Agent will promptly distribute to each Bank Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Administrative Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (ix) above or (in the case of Offshore Currency payments)y) above, as applicable, shall be deemed to have ---------- --- been received on the following Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of an Offshore Rate Loan, the following Business Day is the first Business Day of a calendar month, in which event such payment shall be made on the preceding Business Day), and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from a the applicable Borrower prior to the date on which any payment is due to the Banks Lenders that the such Borrower will not make such payment in full as and when required, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds and the Administrative Agent may (but shall not be so requiredrequired to), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the applicable Borrower has not made such payment in full to the Administrative Agent, each Bank Lender shall repay to the Administrative Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, (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 Bank Lender until the date repaid.

Payments by the Borrowers. (ai) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent Agent’s Account for the account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Lender Group and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 10:00 a.m. (San Francisco time) 1:30 p.m. on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), 1:30 p.m. shall be deemed to have been received (unless the Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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. (cii) Unless the Agent receives notice from a Borrower the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made (or will make) such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers do not made make such payment in full to the AgentAgent on the date when due, each Bank Lender severally shall repay to the Agent on the Business Day following the Business Day on which Agent makes demand therefor (the “Reimbursement Date”), such amount distributed to such BankLender, together with interest thereon (A) at the Federal Funds Overnight Libor Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the Reimbursement Date, and (B) at the Defaulting Lender Rate, if such repayment is not made on the Reimbursement Date, for each day from and including the Reimbursement Date until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without irrespective of any claim, counterclaim, set-off, recoupment recoupment, defense, deduction or counterclaimother right which any Borrower may have at any time against the Agent, any Lender or any other Person. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in Section 15.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 2:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 2:00 p.m. (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 Phar-Mor prior to the date on which any payment is due to the Banks Lenders that the a Borrower will not make such payment in full as and when required, the Agent may assume that the each applicable Borrower has made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the such Borrower has not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Agent (for the ratable account of the Banks Persons entitled thereto) at the Agent's Payment Office, and, address for payment specified in Schedule 9.2 in relation to the Agent (or such other address as the Agent may from time to time specify in accordance with respect to principal of, interest onSection 9.2), and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of a Default or Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless Except for payments otherwise made on account of specific Obligations in accordance with this Agreement, Agent shall apply any and all payments in respect of any Obligation, including all proceeds received by the Agent receives notice from as a Borrower result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default, as follows: fourth, to payment of all accrued and unpaid interest on the Tranche A Term Loans; fifth, to payment of principal of the Tranche A Term Loans; sixth, to payment of all accrued and unpaid interest on the Revolving Loans; seventh, to payment of principal of the Revolving Loans; ninth, to payment of all accrued unpaid interest on the Tranche B Term Loans; tenth, to payment of principal of the Tranche B Term Loans; In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the date on which any payment is due application to the Banks that next succeeding category and (ii) each of the Borrower will not make such Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due its pro rata share of amounts available to be applied pursuant to clauses fourth through eleventh above in like funds as received by wire transfer to an account of such Bank. If and to the extent the Borrower has not made such payment Lender as designated in full writing 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 a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-offsetoff, recoupment recoupment, or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks Lenders at the Agent's Payment Office, and, with respect to principal of, interest onaddress set forth in SECTION 15.8, and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 payment2:00 p.m. (Dallas, and (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Texas time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 2:00 p.m. (San Francisco Dallas, Texas time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) . Subject to the provisions set forth in the definition of "Interest Period" herein", whenever any payment is due on a day other than a Business Day, such payment shall be made due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) . Unless the Agent receives notice from a Borrower the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaim. Except deduction of any kind, and shall, except as otherwise expressly provided herein, all payments by the Borrowers, shall be made to the Term Agent (for the ratable account of the Banks at the Agent's Payment Office, and, with respect to principal of, interest on, Persons entitled thereto) and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and by wire transfer in immediately available funds (which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case exclusive means of Offshore Currency paymentspayment hereunder), 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 1:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as receiveddue. Any payment which is received by the Term Agent later than 10:00 a.m. 1:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Term Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever If any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made made, and shall be deemed to be due, on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ci) Unless Subject to Section 1.8(c)(ii), all payments received by the Term Agent receives notice from a Borrower 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 date on which any payment is due application to the Banks that next succeeding category and (B) each of the Borrower will not make such Term Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If and its Pro Rata Percentage of amounts available to be applied. (ii) Notwithstanding any provision herein to the extent contrary, (A) during the Borrower 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 made such payment in full been rescinded), including proceeds of Collateral, shall be applied as follows: first, pro rata, to the Agentpayment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, each Bank shall repay 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 on demand such amount distributed and the Term Lenders; fourth, to such Bankpayment of principal of the Term Loan; fifth, together with interest thereon at to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the Federal Funds Rate oraccount 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 a the Term Lenders or other Persons entitled to payment in shall receive an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed equal to such Bank until the date repaidits Pro Rata Percentage of amounts available to be applied.

Payments by the Borrowers. (a) All payments Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 p.m., New York City time, on the Borrowers date when due, in immediately available funds, without set-off or counterclaim; provided that if a new Loan is to be made by any Lender to a Borrower on a date such Borrower is to repay any principal of an outstanding Loan of such Lender, such Lender shall apply the proceeds of such new Loan to the payment of the principal to be repaid 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 without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments available by the Borrowers, shall be made such Lender to the Agent for the account of the 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 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 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 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 payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time), or later than the time specified by the Administrative Agent as provided in clause (i) above (Section 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 case discretion of Offshore Currency payments)the Administrative Agent, shall be deemed to have been received on the following next succeeding Business Day and any applicable for purposes of calculating interest or fee thereon. All such payments shall continue to accrue. (b) Subject be made to the provisions set forth in the definition of "Interest Period" Administrative Agent at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, except that payments to be made directly to any Swingline Lender as expressly provided herein, whenever and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment is hereunder shall be due on a day other than that is not a Business Day, such the date for 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 Agent receives notice from a Borrower prior extended to the 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 next succeeding Business Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent 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 orand, in the case of a any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank until the date repaidDollars.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by the Borrowers on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, counterclaim shall be made to the appropriate Agent for the ratable account of the Banks applicable Lenders at the such 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 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 paymentspayments on or in respect of Revolving Dollar Loans and CAPEX Dollar Loans, to the U.S. Agent no later than such time 12:00 noon (Atlanta time) on the dates date 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 paymentherein, and (ii) in the case of any Dollar paymentspayments on or in respect of Revolving Pound Loans, Overdraft Pound Loans and CAPEX Pound Loans, to the International Agent no later than 10:00 a.m. 12:00 noon (San Francisco London time) on the date specified herein. The appropriate Agent will promptly distribute to each Bank applicable Lender its Pro Rata Share (Commitment Percentage of such principal, interest, fees or other applicable share as expressly provided herein) of such payment amounts, in like funds as received. Any payment which is received by the appropriate Agent later than 10:00 a.m. (San Francisco time), or later than the time times specified by the Agent as provided in clause clauses (i) above and (in the case of Offshore Currency payments)ii) above, shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever Whenever any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; subject to the provisions set forth in the definition of "Interest Period" herein. (c) Unless the appropriate Agent receives shall have received notice from a Borrower the Borrowers' Representative prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower Borrowers will not make such payment in full as and when requiredrequired hereunder, the such Agent may assume that the Borrower has Borrowers have made such payment in full to the such Agent on such date in Same Day Funds and the such Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers shall not have made such payment in full to the such Agent, each Bank such Lender shall repay to the such Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaidsuch Lender repays such amount to such Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Borrowers. (a) All Subject to Section 10.1, all payments (including prepayments) to be made by the Borrowers each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment recoupment, counterclaim or counterclaimdeduction of any kind. Except as otherwise expressly provided hereinherein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all such payments by the Borrowers, shall be made to the Agent (for the account of the Banks Persons entitled thereto) at the Agent's Payment Office, and, with respect to principal of, interest on, ’s Office in Dollars and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in 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 2:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York time) on the date specified hereindue. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of Any such payment in like funds as received. Any payment which is received by the Agent later than 10:00 a.m. 2:00 p.m. (San Francisco New York time), or later than the time specified by the Agent as provided in clause (i) above (may in the case of Offshore Currency payments), shall Agent’s discretion be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. 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 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 on the dates specified herein. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. (b) Subject to the provisions set forth in the definition of "“Interest Period" ” herein, whenever if any payment is hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the following next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless During the continuance of an Event of Default and after any acceleration of the Loans or the exercise of remedies pursuant to Section 7.2, the Agent receives notice from a 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 date on which any payment is due application to the Banks that next succeeding category, (ii) each of the Borrower will not make such Lenders or other Persons entitled to payment in full as and when required, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date receive an amount equal to the amount then due such Bank. If its pro rata share of amounts available to be applied pursuant to clauses third, fourth and to the extent the Borrower has not made such payment in full to the Agent, each 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 fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a payment in an Offshore Currency, the Overnight Rate, for each day from the date Guarantor shall be applied to Excluded Rate Contract Obligations of such amount is distributed to such Bank until the date repaidGuarantor.

Payments by the Borrowers. (a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks Lenders, at the Agent's Payment Office, and, with respect to principal of, interest on, account designated by the Agent and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 12:00 noon (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco Atlanta time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 12:00 noon (San Francisco Atlanta time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Agent receives notice from a Borrower the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.

Payments by the Borrowers. (a) All payments to be made by the --------------------------- Borrowers shall be made without set-offsetoff, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrowers, Borrowers shall be made to the Agent for the account of the Banks Lenders, at the Agent's Payment Office, and, with respect to principal of, interest on, account designated by the Agent and any other amounts relating to, any Offshore Currency Loan, shall be made in the Offshore Currency Dollars and in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the case of Offshore Currency paymentsimmediately available funds, 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 3:00 p.m. (ii) in the case of any Dollar payments, no later than 10:00 a.m. (San Francisco New York City time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. 3:00 p.m. (San Francisco New York City time), or later than the time specified by the Agent as provided in clause (i) above (in the case of Offshore Currency payments), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be 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 the Borrowers prior to the date on which any payment is due to the Banks Lenders that the Borrower Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrower has Borrowers have made such payment in full to the Agent on such date in Same Day Funds immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent the Borrower has Borrowers have not made such payment in full to the Agent, each Bank Lender shall repay to the Agent on demand such amount distributed to such BankLender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Bank Lender until the date repaid.