Common use of Payments by the Company Clause in Contracts

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (Chicago time) on the date specified herein. Except as expressly provided herein, the Administrative Agent will promptly distribute, in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the preceding Business Day, and such shortening of time shall in such case be reflected in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without condition or deduction for any defense, set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 p.m. 11:00 a.m. (Chicago Dallas, Texas time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. 11:00 a.m. (Chicago Dallas, Texas time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (Chicago time) on the date specified herein. Except as expressly otherwise provided herein, the Administrative Agent will promptly distribute, in like funds as received, to each Lender its Revolving Percentage of any portion (or other applicable portion) of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loanspayment. Any payment received by the Administrative Agent later than 1:00 p.m. (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of an Offshore Rate 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 shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (Chicago time) on the date specified herein. Except as expressly provided herein, the Administrative Agent will promptly distribute, in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, Loans or its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the preceding Business Day, and such shortening of time shall in such case be reflected in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All Subject to 3.01, all payments to be made by the Company shall be made without condition or deduction for any set-off, recoupment counterclaim or counterclaimother defense. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago New York City time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its pro rata share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, received by wire to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B LoansBank’s Lending Office. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago New York City time) shall may be deemed deemed, at the election of the Administrative Agent to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may beinterest. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall forthwith on demand repay to the Administrative Agent on demand such amount distributed to such LenderBank to the extent not paid by the Company, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidrecovered by the Administrative Agent; provided that if any amount remains unpaid by any Bank for more than five Business Days, such Bank shall pay interest thereon to the Administrative Agent at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin then in effect, plus 2%.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 2:00 p.m. (Chicago Dallas time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 2:00 p.m. (Chicago Dallas time) shall may be deemed by the Administrative Agent to have been received on the following Business Day and Day, in which case any applicable interest or fee shall continue to accrue. The Administrative Agent shall be entitled to debit any general account of the Company with the Administrative Agent in the amount of any payment to be made by the Company when due in order to effect timely payment thereof; provided, however, that the Administrative Agent shall promptly notify the Company that its account has been so debited. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of principal, interest or fees is due on a day other than a Business Day, such payment shall be made on the preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) 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 in another calendar month, in which case such payment shall be made on the preceding Business Day), and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by of principal, interest, fees and other amounts hereunder, under the Company Fee Letter and under any Notes shall be made without set-offsetoff, counterclaim, recoupment or counterclaim. Except as otherwise expressly provided hereinany other deduction, all payments by the Company shall be made in same-day funds, and delivered to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no Office not later than 1:00 p.m. 12:00 noon (Chicago New York time) on the date specified hereindue. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, the Administrative Agent will promptly distribute, interest or other amounts in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment which is received by the Administrative Agent later than 1:00 p.m. (Chicago time) after that time shall be deemed to have been received paid by the Company on the following next succeeding Business Day Day, and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions in the definition of "Interest Period", 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 preceding next succeeding Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full as and when requiredrequired hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds funds, and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company has shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidsuch Lender repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-set- off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's Payment Office, and and, with respect to all amounts payable hereunder, shall be made in Dollars and Dollars. Such payments shall be made in immediately available funds, and no later than 1:00 p.m. 12:00 noon (Chicago San Francisco time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago San Francisco time) ), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without condition or deduction for any set-off, recoupment recoupment, defense or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 4:00 p.m. (Chicago time) Charlotte time on the date specified herein. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 4:00 p.m. (Chicago time) Charlotte time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of a payment with respect to a Eurodollar Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such LenderLender in immediately available funds, together with interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing for each day from the date such amount is distributed to such Lender until the date repaid. If the Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such interest paid by the Company for such period. If such Lender pays its share of the Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Company shall be without prejudice to any claim the Company may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Company with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for any Credit Extension to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Company by the Administrative Agent because the conditions to such Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make Credit Extensions, to fund participations in Letters of Credit and to make payments pursuant to Section 11.4 are several and not joint. The failure of any Lender to make any Credit Extension, to fund any such participation or to make any payment under Section 11.4 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Credit Extension, to purchase its participation or to make its payment under Section 11.4.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago Charlotte, North Carolina time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago Charlotte, North Carolina time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever All payments (including prepayments) to be made by the Company to the Swingline Bank on account of principal, interest, fees and other amounts required hereunder with respect to Swingline Loans shall be made without set-off or counterclaim and shall be made to the Agent for the account of the Swingline Bank in accordance with Section 2.15, and all payments to be made by the Company to any Issuing Bank on account of drawings, interest, fees and other amounts required hereunder with respect to any Letter of Credit issued by it shall be made without set-off or counterclaim and shall be made to the Agent for the account of such Issuing Bank in accordance with Article III, except in each case to the extent that a Bank is entitled to share in any such payment as a result of its participation therein in accordance with the provisions of Section 2.13 or 3.03, as the case may be. (c) 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (cd) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Company. (a) All Subject to Section 3.01, all payments to be made by the Company shall be made without condition or deduction for any set-off, recoupment counterclaim or counterclaimother defense. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago New York City time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its pro rata share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, received by wire to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B LoansBank’s Lending Office. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago New York City time) shall may be deemed deemed, at the election of the Administrative Agent, to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may beinterest. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall forthwith on demand repay to the Administrative Agent on demand such amount distributed to such LenderBank to the extent not paid by the Company, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidrecovered by the Administrative Agent; provided that if any amount remains unpaid by any Bank for more than five Business Days, such Bank shall pay interest thereon to the Administrative Agent at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin then in effect, plus 2%.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago Boston time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its Revolver A Commitment Percentage or Revolver B Commitment Percentage (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago Boston time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 p.m. 11:00 a.m. (Chicago San Francisco time) on the date specified herein. Except as expressly provided herein, the The Administrative Agent will promptly distribute, in like funds as received, distribute to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or Loans, its Term B Percentage of any portion of such payment relating to the Term B Loans, its Term C Percentage of any portion of such payment relating to the Term C Loan and its Term D Percentage of any portion of such payment relating to the Term D Loan. Any payment received by the Administrative Agent later than 1:00 2:00 p.m. (Chicago San Francisco time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by the Company of principal, interest and fees hereunder and under any Notes shall be made without set-offsetoff, counterclaim, recoupment or counterclaim. Except as otherwise expressly provided hereinany other deduction, all payments by the Company shall be made in same day funds and delivered to the Administrative Agent for credit to: Bancontrol Account No. 12358-88449 Reference: Mattel, Inc. 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 for the account of the Lenders at Banks or the Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no Agent not later than 1:00 p.m. 11:00 a.m. (Chicago San Francisco time) on the date specified hereindue. Except The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, the Administrative Agent will promptly distributeinterest, fees or other amounts in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment which is received by the Administrative Agent later than 1:00 p.m. (Chicago time) after that time shall be deemed to have been received paid by the Company on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions in the definition of "Interest Period", 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 preceding next succeeding Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives shall have received notice from the Company prior to the date on which any payment is due to the Lenders Banks hereunder that the Company will not make such payment in full as and when requiredrequired hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has shall not have made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidsuch Bank repays such amount to the Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Company. (a) All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment off or counterclaim. Except as otherwise expressly provided herein, all payments by the Company counterclaim and shall be made in Dollars to the Administrative Agent for the ratable account of the Lenders Banks at the Agent's Payment Office, and . Such payments shall be made in Dollars and in immediately available funds, funds and no later than 1:00 p.m. (Chicago 11:00 a.m., San Francisco, California time) , on the date specified herein. Except The Agent will promptly distribute to each Bank the amount of its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, the Administrative Agent will promptly distributeinterest, fees or other amounts, in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment which is received by the Administrative Agent later than 1:00 p.m. (Chicago 11:00 a.m., San Francisco, California time) , shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) 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 preceding next succeeding Business Day, and such shortening extension of time shall in such case be reflected 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 the Company prior to the date on which any payment is due to the Lenders Banks hereunder from the Company that the Company will not make such payment in full as and when requiredfull, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has shall not have made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent Agent, on demand request made by the Agent, such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for and determined as of each day during the period from and including each day from the date such amount is distributed to such Lender Bank until the date repaidsuch Bank repays such amount to the Agent.

Payments by the Company. (a) All payments (including prepayments) to be made by the Company on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment or counterclaim. Except ; shall, except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders (pro rata based on each Lender’s Commitment Percentage) at the Administrative Agent's ’s Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 p.m. 11:00 a.m. (Chicago time) on the date specified herein. Except as expressly provided herein, the The Administrative Agent will promptly distributedistribute to each Lender its Commitment Percentage (or other applicable share as expressly provided in the Loan Documents) of such principal, interest, fees or other amounts, in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment which is received by the Administrative Agent later than 1:00 p.m. 11:00 a.m. (Chicago time) shall be deemed to have been received on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) 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 preceding next succeeding Business Day, and such shortening extension of time shall in such case be reflected 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 the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full as and when requiredrequired hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company has shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand its Commitment Percentage of such amount distributed to such Lenderthe Lenders in excess of the amount actually received by the Administrative Agent, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidsuch Lender repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Company. (a) All payments to be made by the Company under the Loan Documents shall be made without condition or deduction for any defense, set-off, recoupment or counterclaim. Except as otherwise expressly provided hereinin any Loan Document, all payments to be made by the Company under any Loan Document shall be made to the Administrative Agent for the account of the Lenders Banks at the Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 2:00 p.m. (Chicago Central time) on the date specified hereinin such Loan Document. Except The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 2:00 p.m. (Chicago Central time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from Company has notified the Company Agent, prior to the date on which any payment is due required to be made by it to the Lenders Agent hereunder, that the Company will not make such payment in full as and when requiredpayment, the Administrative Agent may assume that the Company has timely 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 requiredrequired to), in reliance upon such assumptionthereon, distribute to each Lender on such due date an make available a corresponding amount equal to the amount then due such LenderPerson entitled thereto. If and to the extent the Company has not made that such payment was not in full fact made to the Administrative AgentAgent in immediately available funds, then each Lender Bank shall forthwith on demand repay to the Administrative Agent on demand the portion of such amount distributed assumed payment that was made available to such LenderBank in immediately available funds, together with interest thereon in respect of each day 50 from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent in immediately available funds at the Federal Funds Rate for each day from time to time in effect. A notice of the date such Agent to any Bank with respect to any amount is distributed to such Lender until the date repaidowing under this subsection (c) shall be conclusive, absent manifest error.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's Payment Office, and shall be made in Dollars dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago San Francisco time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago San Francisco time) shall may be deemed by the Administrative Agent to have been received on the following Business Day and Day, in which case any applicable interest or fee shall continue to accrue. The Administrative Agent shall be entitled to debit any general account of the Company with the Administrative Agent in the amount of any payment to be made by the Company when due in order to effect timely payment thereof; provided, however, that the Administrative Agent shall promptly notify the Company that its account has been so debited. (b) Whenever Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment of principal, interest or fees is due on a day other than a Business Day, such payment shall be made on the preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall repay to the Administrative Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without condition or deduction for any set-off, recoupment recoupment, defense or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 4:00 p.m. (Chicago time) Charlotte time on the date specified herein. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 4:00 p.m. (Chicago time) Charlotte time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of a payment with respect to a Eurodollar Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such LenderLender in immediately available funds, together with interest thereon at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing for each day from the date such amount is distributed to such Lender until the date repaid. If the Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such interest paid by the Company for such period. If such Lender pays its share of the Term Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loans included in the Term Loan Borrowing. Any payment by the Company shall be without prejudice to any claim the Company may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Company with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (d) If any Lender makes available to the Administrative Agent funds for Term Loans to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Company by the Administrative Agent because the conditions to such Term Loans set forth in Section 5.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of the Lenders hereunder to make the Term Loans and to make payments pursuant to Section 11.04 are several and not joint. The failure of any Lender to make any Term Loan or to make any payment under Section 11.04 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loans or to make its payment under Section 11.04.

Payments by the Company. (a) All Subject to Section 3.01, all payments to be made by the Company shall be made without condition or deduction for any set-off, recoupment counterclaim or counterclaimother defense. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago New York City time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its pro rata share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, received by wire to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B LoansBank’s Lending Office. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago New York City time) shall may be deemed deemed, at the election of the Administrative Agent, to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may beinterest. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall forthwith on demand repay to the Administrative Agent on demand such amount distributed to such LenderBank to the extent not paid by the Company, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidrecovered by the Administrative Agent; provided that if any amount remains unpaid by any Bank for more than five Business Days, such Bank shall pay interest thereon to the Administrative Agent at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin then in effect, plus 2%.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 2:00 p.m. (Chicago time) Charlotte time on the date specified herein. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 2:00 p.m. (Chicago time) Charlotte time shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) . Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of a payment with respect to an Offshore Rate Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) . Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided hereinherein (including Section 10.11), all payments by the Company shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (Chicago time) 12:00 noon on the date specified herein. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment received by the Administrative Agent later than 1:00 p.m. (Chicago time) 12:00 noon shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (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 shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company 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 Company has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by the Company. (a) All payments to be made by the Company of principal, interest and fees hereunder and under any Notes shall be made in Dollars without set-offsetoff, counterclaim, recoupment or counterclaim. Except as otherwise expressly provided hereinany other deduction, all payments by the Company shall be made in same day - 19 - Mattel, Inc. Amended and Restated Credit Agreement funds and delivered to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders at or the Agent's Payment Office, and shall be made in Dollars and in immediately available funds, no Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Chicago California time) on the date specified hereindue. Except The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, the Administrative Agent will promptly distributeinterest, fees or other amounts in like funds as received, to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B Loans. Any payment which is received by the Administrative Agent later than 1:00 p.m. (Chicago time) after that time shall be deemed to have been received paid by the Company on the following next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever Subject to the provisions in the definition of "Interest Period", 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 preceding next succeeding Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may be. (c) Unless the Administrative Agent receives shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that the Company will not make such payment in full as and when requiredrequired hereunder, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company has shall not have made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaidsuch Lender repays such amount to the Administrative Agent, at the Federal Funds Rate as in effect for each such day.

Payments by the Company. (a) All payments to be made by the Company shall be made without condition or deduction for any set-off, recoupment counterclaim or counterclaimother defense. Except as otherwise expressly provided herein, all payments by the Company shall be made to the Administrative Agent for the account of the Lenders Banks at the Administrative Agent's ’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. 12:00 noon (Chicago New York City time) on the date specified herein. Except The Administrative Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein, the Administrative Agent will promptly distribute, ) of such payment in like funds as received, received by wire to each Lender its Revolving Percentage of any portion of such payment related to the Revolving Loans, its Term A Percentage of any portion of such payment relating to the Term A Loans or its Term B Percentage of any portion of such payment relating to the Term B LoansBank’s Lending Office. Any payment received by the Administrative Agent later than 1:00 p.m. 12:00 noon (Chicago New York City time) shall may be deemed deemed, at the election of the Administrative Agent, to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever 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 preceding following Business Day, and such shortening extension of time shall in such case be reflected included in the computation of interest or fees, as the case may beinterest. (c) Unless the Administrative Agent receives notice from the Company prior to the date on which any payment is due to the Lenders Banks that the Company will not make such payment in full as and when required, the Administrative Agent may assume that the Company has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent the Company has not made such payment in full to the Administrative Agent, each Lender Bank shall forthwith on demand repay to the Administrative Agent on demand such amount distributed to such LenderBank to the extent not paid by the Company, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaidrecovered by the Administrative Agent, provided that if any amount remains unpaid by any Bank for more than five Business Days, such Bank shall pay interest thereon to the Administrative Agent at a rate per annum equal to the Alternate Base Rate, plus the Applicable Margin then in effect, plus 2%.