Common use of Payments; Computations and Statements Clause in Contracts

Payments; Computations and Statements. Borrower will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. (Los Angeles time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. (Los Angeles time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower to the Lender Group without regard to defense, set-off or counterclaim. Borrower hereby authorizes Administrative Agent to, and Administrative Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretion. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. Each determination by the Lender Group of an interest rate, fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. Borrower (a) The Borrowers will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on the day #97100791v3 when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent’s Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on any Business Day will shall, in the Administrative Agent’s discretion, be credited to the Loan Account deemed received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal and interest ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made by Borrower the Borrowers without set-off, counterclaim, deduction or other defense to the Lender Group without regard to defense, set-off or counterclaim. Borrower hereby authorizes Administrative Agent to, Agents and Administrative Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionLenders. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; provided, provided thathowever, that if any such extension would cause payment of interest on or principal of SOFR Loans to be made in the next succeeding calendar month, such payment is made by a charge to the Loan Account, such charge may shall be made by Administrative Agent for on the benefit of the Lender Group on any day, whether or not a immediately preceding Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) Unless the Administrative Agent shall have received notice from the Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders, the amount due. In such event, if the Borrowers did not in fact make such payment, then each of the applicable Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Payments; Computations and Statements. Borrower (a) Imperial PFC will make each payment to Lexington under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 12:00 noon (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Lexington’s Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. (Los Angeles time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower to the Lender Group Imperial PFC without regard to defense, set-off off, counterclaim, deduction or counterclaim. Borrower hereby authorizes Administrative Agent to, and Administrative Agent may, from time other defense to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionLexington. Whenever any payment to be made under any such Loan Settlement Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Lexington on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Lexington of an [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) Lexington shall provide Imperial PFC, promptly after the end of each calendar month, a summary statement (in the form from time to time used by Lexington) of (i) the Advances made by Lexington during such month, (ii) the PIK Interest Amount relating to such month (and which is capitalized on the first day of the month following such month pursuant to Section 4.01) and (iii) the beginning and ending balances of the Outstanding Reimbursement Amount. All entries on any such statement shall be presumed to be correct and, thirty (30) days after the same is sent, shall be final and conclusive absent manifest error.

Payments; Computations and Statements. (a) The Borrower will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 12:00 noon (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent's Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 12:00 noon (Los Angeles New York City time) on any Business Day will be credited to the Loan Account deemed received on the next succeeding Business Day. All such payments shall be made by the Borrower without set-off, counterclaim, deduction or other defense to the Lender Group without regard Agent and the Lenders. After receipt, the Agent will promptly thereafter cause to defense, set-off or counterclaim. Borrower hereby authorizes Administrative Agent to, be distributed like funds relating to the payment of principal and Administrative Agent may, from time interest ratably to time charge the Loan Account Lenders in accordance with all Obligations their Pro Rata Shares and like funds relating to the payment of any other amount due payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and payable under any Loan Document to which Borrower is a party, whether fees received from or not any Event of Default or Default shall have occurred or be continuing or whether any for the account of the conditions precedent Borrower not less than once each month and in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionevent promptly after receipt thereof. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) The Agent shall provide the Borrower, promptly after the end of each calendar month, a summary statement (in the form from time to time used by the Agent) of the amount of interest accrued on the Loan to the Borrower during such month and the amount and nature of all fees, commissions, expenses and other Obligations arising or becoming due during such month. All entries on any such statement shall be presumed to be correct and, thirty (30) days after the same is sent, shall be final and conclusive absent manifest error.

Payments; Computations and Statements. Borrower The Borrowers will make each payment under this Agreement Agreement, the Notes, if any, and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit Agent, on behalf of the Lender Group Lender, at the Administrative Agent Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. (Los Angeles New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower to the Lender Group Borrowers without regard to defense, set-off or counterclaimcounterclaim to the Agent. Each Borrower and the Lender hereby authorizes Administrative the Agent to, and Administrative the Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which any Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders Lender to Borrowerthe Borrowers. Each Borrower confirms that any charges which Administrative the Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower the Borrowers and solely at Administrative the Agent's ’s discretion. It is expressly understood and agreed by each Borrower that the Agent shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are obligated under this Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative the Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. Each determination by the Lender Group Agent of an interest rate, fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. Borrower The Borrowers will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 12:00 noon (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent's Account or the Revolving Agent’s Account, as applicable. All such payments received by the Administrative Agent for or the benefit of the Lender Group Revolving Agent after 11:00 a.m. 12:00 noon (Los Angeles New York City time) on any Business Day will may, at the Administrative Agent’s or the Revolving Agent’s discretion, be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower the Borrowers without set-off, counterclaim, recoupment, deduction or other defense to the Lender Group without regard to defenseAgents and the Lenders. Except as provided in Section 2.02, set-off or counterclaim. Borrower hereby authorizes after receipt, the Administrative Agent to, (with respect to the Term Loans) and Administrative the Revolving Agent may, from time (with respect to time charge the Loan Account Revolving Loans) will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with all Obligations their Pro Rata Shares and like funds relating to the payment of any other amount due payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided, that the Administrative Agent will cause to be distributed all interest and payable under any Loan Document to which Borrower is a party, whether fees received from or not any Event of Default or Default shall have occurred or be continuing or whether any for the account of the conditions precedent Borrowers not less than once each month and in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionevent promptly after receipt thereof. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent (with respect to the Term Loans) and the Revolving Agent (with respect to the Revolving Loans) on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payabledays. Each determination by the Lender Group Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) of an interest rate, fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.an

Payments; Computations and Statements. The Borrower will make each payment that it owes to the Lenders under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 12:00 noon (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Account. All such payments received by the Administrative Agent for the benefit account of the each Lender Group owed such payment. All payments made after 11:00 a.m. 12:00 noon (Los Angeles New York City time) on any Business Day will be credited to deemed received by the Loan Account Administrative Agent on the next succeeding Business Day. All such 737240988 payments shall be made by the Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Lender Group without regard to defenseAgents and the Lenders. Except as provided in Section 2.02, set-off or counterclaim. Borrower hereby authorizes within one (1) Business Day after receipt, the Administrative Agent to, will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and Administrative Agent may, from time like funds relating to time charge the Loan Account with all Obligations and payment of any other amount due and payable under to any Loan Document Lender to which Borrower is a partysuch Lender, whether or not any Event in each case to be applied in accordance with the terms of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionthis Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payableelapsed. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. The Borrower will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent’s Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on any Business Day will shall, in the Administrative Agent’s discretion, be credited to the Loan Account deemed received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal and interest ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made by the Borrower without set-off, counterclaim, deduction or other defense to the Lender Group without regard to defense, set-off or counterclaim. Borrower hereby authorizes Administrative Agent to, Agents and Administrative Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionLenders. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; provided, provided thathowever, that if any such extension would cause payment of interest on or principal of LIBOR Rate Loans to be made in the KL2 3287103.6 ​ next succeeding calendar month, such payment is made by a charge to the Loan Account, such charge may shall be made by Administrative Agent for on the benefit of the Lender Group on any day, whether or not a immediately preceding Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders, the amount due. In such event, if the Borrower did not in fact make such payment, then each of the applicable Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Payments; Computations and Statements. (a) The Administrative Borrower on behalf of the Borrowers will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 12:00 noon (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent's Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 12:00 noon (Los Angeles New York City time) on any Business Day will may at the Administrative Agent's discretion be credited to the Loan Account deemed received on the next succeeding Business Day. All such payments shall be made by the Administrative Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender Group without regard to defensesuch Lender, set-off or counterclaimin each case to be applied in accordance with the terms of this Agreement. Borrower The Lenders and the Borrowers hereby authorizes authorize the Administrative Agent to, and the Administrative Agent may, from time to time time, charge the Loan US-DOCS\103792213.14 Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document Document. Each of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to which Borrower is a party, make such charges whether or not any Default or Event of Default or Default shall have occurred or and be continuing or whether any of the conditions precedent in Section 4.02 have been satisfiedcontinuing. Any amount charged to the Loan Account of the Borrowers shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionObligations. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (except that interest calculated by reference to the Reference Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), including the first day but excluding the last day) occurring in the period for which such interest or fee is payable, elapsed. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) The Administrative Agent shall provide the Administrative Borrower, promptly (i) at or around the end of each calendar month during which any changes to the balance of the Loan Account occur, any Loans are made or any payments of the Loans occur and (ii) following the request of the Administrative Borrower therefor, a summary statement (in the form from time to time used by the Administrative Agent) of the opening and closing daily balances in the Loan Account of the Borrowers during such month, the amounts and dates of all Loans made to the Borrowers during such month, the amounts and dates of all payments on account of the Loans to the Borrowers during such month and the Loans to which such payments were applied, the amount of interest accrued on the Loans to the Borrowers during such month, and the amount and nature of any charges to the Loan Account made during such month on account of fees, commissions, expenses and other Obligations (provided that the Administrative Agent shall only provide the Administrative Borrower with the information referenced in (b)(i) and (b)(ii) above if there is activity in the Loan Account). All entries on any such statement shall be presumed to be correct and, 30 days after the same is sent, shall be final and conclusive absent manifest error.

Payments; Computations and Statements. Borrower (a) The Borrowers will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 2:00 p.m. (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent’s Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 2:00 p.m. (Los Angeles New York City time) on any Business Day will may, in the Administrative Agent’s discretion, be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower the Borrowers without set-off, counterclaim, recoupment, deduction or other defense to the Lender Group without regard to defenseAgents and the Lenders. Except as provided in Section 2.02, set-off or counterclaim. Borrower hereby authorizes after receipt, the Administrative Agent to, will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and Administrative Agent may, from time like funds relating to time charge the Loan Account with all Obligations and payment of any other amount due and payable under to any Loan Document Lender to which Borrower is a partysuch Lender, whether or not any Event in each case to be applied in accordance with the terms of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionthis Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payabledays. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. For the purposes of the Interest Act (Canada) (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the Loans based on the methodology for calculating per annum rates provided for in this section. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to the Finance Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to Section 4 of the Interest Act (Canada) or any other applicable law or legal principle. (b) The Administrative Agent shall provide the Administrative Borrower, promptly after the end of each calendar month, a summary statement (in the form from time to time used by the Administrative Agent) of the opening and closing daily balances in the Loan Account of the Borrowers during such month, the amounts and dates of all Loans made to the Borrowers during such month, the amounts and dates of all payments on account of the Loans to the Borrowers during such month and the Loans to which such payments were applied, the amount of interest accrued on the Loans to the Borrowers during such month and the amount and nature of any charges to the Loan Account made during such month on account of fees, commissions, expenses and other Obligations. All entries on any such statement shall be presumed to be correct and, 30 days after the same is sent, shall be final and conclusive absent manifest error.

Payments; Computations and Statements. The Borrower will make each payment under this Agreement Agreement, the Notes and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Lender Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. (Los Angeles New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Borrower to the Lender Group without regard to defense, set-off or counterclaimcounterclaim to the Lender. The Borrower hereby authorizes Administrative Agent the Lender to, and Administrative Agent the Lender may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which the Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders Lender to the Borrower. The Borrower confirms that any charges which Administrative Agent the Lender may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower and solely at Administrative Agentthe Lender's discretion. It is expressly understood and agreed by the Borrower that the Lender shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrower or any fees, costs or expenses for which the Borrower is obligated under this Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. Each determination by the Lender Group of an interest rate, fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. Borrower (a) The Borrowers will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent’s Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on any Business Day will shall, in the Administrative Agent’s discretion, be credited to the Loan Account deemed received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal and interest ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made by Borrower the Borrowers without set-off, counterclaim, deduction or other defense to the Lender Group without regard to defense, set-off or counterclaim. Borrower hereby authorizes Administrative Agent to, Agents and Administrative Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionLenders. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; provided, provided thathowever, that if any such extension would cause payment of interest on or principal of LIBOR Rate Loans to be made in the next succeeding calendar month, such payment is made by a charge to the Loan Account, such charge may shall be made by Administrative Agent for on the benefit of the Lender Group on any day, whether or not a immediately preceding Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) Unless the Administrative Agent shall have received notice from the Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders, the amount due. In such event, if the Borrowers did not in fact make such payment, then each of the applicable Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Payments; Computations and Statements. Borrower The Borrowers will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 12:00 noon (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent's Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 12:00 noon (Los Angeles New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower the Borrowers without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender Group without regard to defensesuch Lender, set-off in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or counterclaimfor the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. Borrower The Lenders and the Borrowers hereby authorizes Administrative authorize the Agent to, and Administrative the Agent may, from time to time time, charge the Loan Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of Document. The Lenders and the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms Borrowers confirm that any charges which Administrative the Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to Borrower the Borrowers and solely at Administrative the Agent's discretion. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. Borrower The Borrowers will make each payment under this Agreement Agreement, the Notes and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Lender Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. (Los Angeles New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower to the Lender Group Borrowers without regard to defense, set-off or counterclaimcounterclaim to the Lender. Each Borrower hereby authorizes Administrative Agent the Lender to, and Administrative Agent the Lender may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which any Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders Lender to Borrowerthe Borrowers. Each Borrower confirms that any charges which Administrative Agent the Lender may so make to the Loan Account as herein provided will be made as an accommodation to Borrower the Borrowers and solely at Administrative Agent's the Lender’s discretion. It is expressly understood and agreed by each Borrower that the Lender shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are obligated under this Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. Each determination by the Lender Group of an interest rate, fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. Borrower The Borrowers will make each payment under this Agreement Agreement, the Notes, if any, and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. (Los Angeles New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit Agent, on behalf of the Lender Group Lender, at the Administrative Agent Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. (Los Angeles New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower to the Lender Group Borrowers without regard to defense, set-off or counterclaimcounterclaim to the Agent. Each Borrower and the Lender hereby authorizes Administrative the Agent to, and Administrative the Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which any Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders Lender to Borrowerthe Borrowers. Each Borrower confirms that any charges which Administrative the Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower the Borrowers and solely at Administrative the Agent's discretion. It is expressly understood and agreed by each Borrower that the Agent shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are obligated under this Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative the Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. Each determination by the Lender Group Agent of an interest rate, fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrower will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Agent’s Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 a.m. 1:00 p.m. (Los Angeles New York time) on any Business Day will shall, in the Administrative Agent’s discretion, be credited to the Loan Account deemed received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal and interest ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement. All such payments shall be made by the Borrower without set-off, counterclaim, deduction or other defense to the Lender Group without regard to defense, set-off or counterclaim. Borrower hereby authorizes Administrative Agent to, Agents and Administrative Agent may, from time to time charge the Loan Account with all Obligations and any other amount due and payable under any Loan Document to which Borrower is a party, whether or not any Event of Default or Default shall have occurred or be continuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders to Borrower. Borrower confirms that any charges which Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to Borrower and solely at Administrative Agent's discretionLenders. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; provided, provided thathowever, that if any such extension would cause payment of interest on or principal of LIBOR Rate Loans to be made in the next succeeding calendar month, such payment is made by a charge to the Loan Account, such charge may shall be made by Administrative Agent for on the benefit of the Lender Group on any day, whether or not a immediately preceding Business Day. All computations of interest and fees shall be made by the Lender Group Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Administrative Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders, the amount due. In such event, if the Borrower did not in fact make such payment, then each of the applicable Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

Payments; Computations and Statements. Borrower (a) The Issuer will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) Notes not later than 11:00 9:00 a.m. (Los Angeles time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the benefit of the Lender Group at the Administrative Agent Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 11:00 9:00 a.m. (Los Angeles time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower the Issuer without set-off, counterclaim, deduction or other defense to Agent and the Purchasers. After receipt, Agent will promptly thereafter cause to be distributed like funds relating to the Lender Group without regard payment of any Obligations ratably to defensethe Purchasers in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to such Purchaser and received by Agent, set-off or counterclaimin each case to be applied in accordance with the terms of this Agreement. Borrower The Purchasers and the Issuer hereby authorizes Administrative authorize Agent to, and Administrative Agent may, from time to time time, charge the Loan Note Account with all Obligations and any other amount due and payable by the Issuer under any Loan Document Purchase Document. Each of the Purchasers and the Issuer agrees that Agent shall have the right to which Borrower is a party, make such charges whether or not any Default or Event of Default or Default shall have occurred or and be continuing or whether any of the conditions precedent in Section 4.02 have been satisfiedcontinuing. Any amount charged to the Loan Note Account shall be deemed a Revolving Loan an Obligation hereunder made by and shall be payable on demand. The Purchasers and the Revolving Credit Lenders to Borrower. Borrower confirms Issuer confirm that any charges which Administrative Agent may so make to the Loan Note Account as herein provided will be made as an accommodation to Borrower the Issuer and solely at Administrative Agent's ’s discretion. Whenever any payment to be made under any such Loan Purchase Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Lender Group Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is fees are payable. Each determination by the Lender Group Agent of an interest rate, rate or fees or expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) Agent shall provide the Issuer, promptly upon written request from the Issuer, a summary statement of the balances in the Note Account during any month, and the amount and nature of any charges to the Note Account made during such month on account of fees, commissions, expenses and other Obligations. All entries on any such statement shall be presumed to be correct and shall be final and conclusive absent manifest error.