Common use of Payments, Computations, Etc Clause in Contracts

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on the Loan made by that Xxxxxx is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a%4) Except as Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. a. (%5) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (i) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. b. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's ’s office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. c. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (CharlotteBoston, North Carolina Massachusetts time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (CharlotteBoston, North Carolina Massachusetts time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent Lender in dollars Dollars in immediately available funds, without offsetcondition or deduction for any counterclaim, deductiondefense, counterclaim recoupment or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) setoff not later than 4:00 P.M. 2:00 p.m. (CharlotteAtlanta, North Carolina Georgia time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent Lender may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower or any other Credit Party maintained with the Administrative Agent Lender (with notice to the BorrowerBorrower or such other Credit Party). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans)Agreement, specify to the Administrative Agent Lender the Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2applied. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided hereinin a Loan Document, all payments hereunder (other than payments in respect of Competitive Loans) by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the Administrative Agent in dollars in immediately available fundsfor the pro rata account of the Secured Parties entitled to receive such payment. All payments shall be made without setoff, without offset, deduction, deduction or counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. 11:00 a.m. (Charlotte, North Carolina timewhich shall be London time in the case of Other Currency Loans) on the date when duedue in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the U.S. Borrower. Payments Funds received after such that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount promptly remit in same day funds to each Secured Party its share, if any, of any such payment which is not made payments received by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to for the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end account of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business DaySecured Party. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due (including interest on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar LIBO Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest ) and fees shall be made computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days, except with respect to computation LIBO Rate Loans denominated in Sterling which shall accrue interest computed on the basis of interest on 365 days and except as set forth in clause (d) of the definition of the term "Associated Costs" and except with respect to Base Rate Loans which (unless shall accrue interest computed on the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on basis of a year comprised of 365 or 366 days, as appropriatethe case may be, provided, however, that to the extent the current market practice is to compute interest and/or fees in respect of any Other Currency or any Loan denominated in any Other Currency in a manner other than as set forth above, all interest and fees hereunder shall be computed on the basis of such market practice, as notified to the U.S. Borrower by the Administrative Agent. Payments due on other than a Business Day shall (except as otherwise required by clause (b) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall accrue from be included in computing interest and include the date of borrowing, but exclude the date of fees in connection with that payment.

Payments, Computations, Etc. (a) Each payment on account of an amount due from the Borrower hereunder or under any other Credit Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment as provided herein in the currency in which such amount is denominated and in such funds as are customary at the place and time of payment for the settlement of international payments in such currency. Without limiting the terms of the preceding sentence, accrued interest on any Loans denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Loan. Upon request, the Agent will give the Borrower a statement showing the computation used in calculating such amount, which statement shall be conclusive in the absence of manifest error. The obligation of the Borrower to make each payment on account of such amount in the currency in which such amount is denominated shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed in or converted into any other currency, except to the extent such tender or recovery shall result in the actual receipt by the Agent of the full amount in the appropriate currency payable hereunder. The Borrower agrees that its obligation to make payment in a Foreign Currency shall be enforceable as an additional or alternative claim for recovery in such Foreign Currency in an amount (if any) by which the amount actually received shall fall short of the full amount of such Foreign Currency payable hereunder, and shall not be affected by judgment being obtained for such amount. (b) Except as otherwise specifically provided herein, all payments hereunder (of principal, interest and other than payments in respect of Competitive Loans) amounts to be made by the Borrower under this Credit Agreement and the other Credit Documents shall be made to the Administrative Agent at the office of the Agent specified in dollars Section 11.1 in Dollars or the applicable Foreign Currency and in immediately available funds, without offsetsetoff, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 2:00 P.M. (CharlotteChicago, North Carolina Illinois time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans)Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon 2:00 P.M. (CharlotteChicago, North Carolina Illinois time) on a Business Day Day, in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Eurocurrency Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of provided that -------- interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All . (i) Each Option A Lender hereby instructs the Administrative Agent to remit all payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation any portion of the Loan held by such Option A Lender to the Refinancing Bank less the Fixed Rate Margin if interest on Base the Loan made by that Lender is then calculated at the Fixed Rate Loans which and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (unless ii) Each Option B Lender hereby instructs the Base Rate is determined Administrative Agent, with respect to any portion of the Loan held by reference such Option B Lender, to pay to the Federal Funds CIRR Agent interest thereon at the Fixed Rate) shall be , if interest on such portion of the Loan is then calculated based at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on a year such portion of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude Loan is then calculated at the date of paymentFloating Rate.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All . (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on Base the Loan made by that Lender is then calculated at the Fixed Rate Loans which and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (unless ii) Each Option B Lender hereby instructs the Base Rate is determined Facility Agent, with respect to any portion of the Loan held by reference such Option B Lender, to pay to the Federal Funds CIRR Representative interest thereon at the Fixed Rate) shall be , if interest on such portion of the Loan is then calculated based at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on a year such portion of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude Loan is then calculated at the date of paymentFloating Rate.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent in dollars in immediately available fundsshall be made, without offsetsetoff, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less the Fixed Rate Margin if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Agent interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender without any (NY) 18002/039/SOLSTICE4/solstice.4.loan.agt.doc setoff, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided hereinin a Loan Document, all payments hereunder (other than payments in respect of Competitive Loans) by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the Administrative Agent in dollars in immediately available fundsfor the pro rata account of the Secured Parties entitled to receive such payment. All payments shall be made without setoff, without offset, deduction, deduction or counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. 11:00 a.m. (Charlotte, North Carolina timewhich shall be London time in the case of Other Currency Loans) on the date when duedue in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the U.S. Borrower. Payments Funds received after such that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount promptly remit in same day funds to each Secured Party its share, if any, of any such payment which is not made payments received by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to for the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end account of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business DaySecured Party. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due (including interest on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar LIBO Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest ) and fees shall be made computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days, except with respect to computation LIBO Rate Loans denominated in Sterling which shall accrue interest computed on the basis of interest on 365 days and except as set forth in clause (d) of the definition of the term "Associated Costs" and except with respect to Base Rate Loans which (unless shall accrue interest computed on the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on basis of a year comprised of 365 or 366 days, as appropriatethe case may be, provided, however, that to the extent the current market practice is to compute interest and/or fees in respect of any Other Currency or any Loan denominated in any Other Currency in a manner other than as set forth above, all interest and fees hereunder shall be computed on the basis of such market practice, as notified to the U.S. Borrower by the Administrative Agent. Payments due on other than a Business Day shall (except as otherwise required by clause (c) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall accrue from be included in computing interest and include the date of borrowing, but exclude the date of fees in connection with that payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided hereinAll payments by any Obligor pursuant to this Agreement or any other Loan Document, all payments hereunder (other than payments whether in respect of Competitive LoansPrincipal Amount, interest or otherwise, shall (except with respect to any repayment or prepayment of any Obligation denominated in another currency) be paid in Dollars. All such payments made in Dollars shall be made by such Obligor to the Administrative Agent in dollars for the account of each Lender Party entitled thereto, by delivery of Dollars in immediately available fundsfunds to an account of the Agent at the Agent's Dollar Lending Office, which account shall be designated from time to time by notice to the Borrower from the Agent, for the account of each Lender Party entitled thereto (and, if such payment shall be of less than the due amount of the relevant payment Obligation then due and owing, for the PRO RATA benefit of each Lender Party entitled to share in such payment in accordance with its respective portion of the aggregate unpaid amount of similar payment Obligations). All such payments denominated in Dollars shall be made, without offsetsetoff, deduction, counterclaim or withholding of any kindcounterclaim, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m. New York City time, North Carolina time) on the date when due. Payments All such payments denominated in any currency other than Dollars shall be payable to such account, and by such time, as the Agent shall specify from time to time. Any payments received hereunder after such the time and date specified in this Clause shall be deemed to have been received by the Agent on the next succeeding following Business Day. The Administrative Agent may shall promptly remit to each Lender Party its share (but calculated as aforesaid), if any, of such payments, in kind. Such remittance shall not be obligated to) debit to an account designated by such Lender Party to the amount Agent by notice from time to time and maintained at, in the case of a Lender, such Lender's Dollar Lending Office, or, in the case of any other Lender Party, such payment which is not made location as such Lender Party shall designate to the Agent by such notice from time to any ordinary deposit account time. All interest and fees shall be computed on the basis of the Borrower maintained with actual number of days (including the Administrative Agent first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Subject to clauses (with notice to d) and (e) of the Borrower). The Borrower shalldefinition of "INTEREST PERIOD", at the time it makes whenever any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent made shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof such payment shall be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansor fees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a1) Except as Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement, or any other than Loan Document, shall be made by the Borrower to the Administrative Agent for the Lenders entitled to receive such payment in accordance with the Applicable Percentage. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m. on the date due, in dollars in same day or immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at to the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on the date when due’s Account for Payments. Payments Funds received after such that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount promptly remit to each Lender such Lender’s share, if any, of any such payment which is not made payments received by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to for the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end account of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2Lender. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, the due date thereof such payment shall be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees fees, if any, in connection with such payment. The Administrative Agent shall not be required to invest any funds on deposit in the Administrative Agent’s Account for Payments. (2) The following provisions shall apply to any and all payments made by the period Administrative Agent to the Lenders hereunder: (a) the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such extension), except that in payment has been received by the case of Eurodollar Loans, Administrative Agent from the Borrower; (b) if the extension would cause Administrative Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Administrative Agent shall have no obligation to be made remit to each Lender any amount other than such Lender’s pro-rata share of that amount which is the amount actually received by the Administrative Agent in accordance with the next following calendar monthApplicable Percentage; and (c) upon request, then such payment the Administrative Agent shall instead be made on deliver a statement detailing any of the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference payments to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of paymentLenders referred to herein.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars Dollars in immediately available funds, without offsetrecoupment, setoff, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. 2:00 p.m. (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower or any other Credit Party maintained with the Administrative Agent (with notice to the BorrowerBorrower or such other Credit Party). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans)Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a3.13(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon 2:00 p.m. (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars U.S. Dollars in immediately available funds, without offsetsetoff, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) 2.1 not later than 4:00 P.M. ------------ 12:00 Noon (CharlotteAtlanta, North Carolina Georgia time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans)Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)2.20[a]). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (CharlotteAtlanta, North Carolina Georgia time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar LIBOR Rate Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment. If Administrative Agent fails to distribute such payment to such Lenders on the day required by the foregoing sentence, Administrative Agent shall pay to such Lenders interest on the undistributed amount from and including the day such amount was required to be distributed to but excluding the date such amount is distributed at a per annum rate equal to the Federal Funds Rate.

Payments, Computations, Etc. (a%4) Except as Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. a. (%5) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank (A) less (x) the Fixed Rate Margin and (y) the CIRR administrative fee of 0.39% but plus (z) an agreed refinancing margin and agreed bank margin, if interest on the portion of the Loan made by that Lender is then calculated at the Fixed Rate, or (B) less (x) the Floating Rate Margin but plus (y) an agreed refinancing margin and bank margin, if interest on that portion of the Loan is then calculated at the Floating Rate. (i) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay directly to such Lender interest thereon at the Fixed Rate or the Floating Rate (whichever is applicable), on the basis that, if interest on such portion of the Loan is then calculated at the Fixed Rate, such Option B Lender will, where amounts are payable to the CIRR Representative by that Option B Lender under the Interest Make-Up Agreement, account directly to the CIRR Representative on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the Interest Make-Up Agreement to which such Lender is a party. b. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans)Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent in dollars in immediately available fundsshall be made, without offsetsetoff, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less the Fixed Rate Margin if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Agent interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c) The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender without any setoff, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided hereinAll payments by the Borrower pursuant to this Agreement or any other Loan Document, all payments hereunder (other than payments whether in respect of Competitive Loansprincipal amount, interest or otherwise, shall (except with respect to any repayment or prepayment of any Obligation denominated in another currency) be paid in Dollars. All such payments made in Dollars shall be made by the Borrower to the Administrative Agent in dollars for the account of each Lender Party entitled thereto, by delivery of Dollars in immediately available fundsfunds to an account of the Agent at the Agent's Dollar Lending Office, which account shall be designated from time to time by notice to the Borrower from the Agent, for the account of each Lender Party entitled thereto (and, if such payment shall be of less than the due amount of the relevant payment Obligation then due and owing, for the PRO RATA benefit of each Lender Party entitled to share in such payment in accordance with its respective portion of the aggregate unpaid amount of similar payment Obligations). All such payments denominated in Dollars shall be made, without offsetsetoff, deduction, counterclaim or withholding of any kindcounterclaim, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York City time) , on the date when due. Payments All such payments denominated in any currency other than Dollars shall be payable to such account, and by such time, as the Agent shall specify from time to time. Any payments received hereunder after such the time and date specified in this Clause shall be deemed to have been received by the Agent on the next succeeding following Business Day. The Administrative Agent may shall promptly remit to each Lender Party its share (but calculated as aforesaid), if any, of such payments, in kind. Such remittance shall not be obligated to) debit to an account designated by such Lender Party to the amount Agent by notice from time to time and maintained at, in the case of a Lender, such Lender's Dollar Lending Office, or, in the case of any other Lender Party, such payment which is not made location as such Lender Party shall designate to the Agent by such notice from time to any ordinary deposit account time. All interest and fees shall be computed on the basis of the Borrower maintained with actual number of days (including the Administrative Agent first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Subject to clauses (with notice to d) and (f) of the Borrower). The Borrower shalldefinition of "INTEREST PERIOD", at the time it makes whenever any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent made shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof such payment shall be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansor fees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Facility Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Facility Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less (x) the margin for Fixed Rate Loans of 1.10% and (y) the CIRR administrative fee of 0.20% if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate (ii) Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Representative interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Facility Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided herein, all payments hereunder amounts to be paid or deposited by the Borrower or the Servicer, on behalf of the Borrower, or which is deposited by the Collateral Custodian from the Collection Accounts shall be paid or deposited in accordance with the terms hereof no later than 10:00 a.m. (other than payments Charlotte, North Carolina time), or in respect the case of Competitive Loansamounts to be deposited by the Collateral Custodian, 12:00 p.m. (noon) (Charlotte, North Carolina time) on the day when due in immediately available funds to the applicable Deal Agent’s Account. All amounts to be made available by any Lender, Lender Agent, the Swingline Lender or the Alternative Currency Swingline Lender to the Deal Agent in connection with the making of any Advance, Swingline Advance or Alternative Currency Swingline Advance, whether in Dollars or in an Alternative Currency, shall be sent to the Deal Agent on the date when due in immediately available funds to an account designated by the Deal Agent to each such Lender, Lender Agent, the Swingline Lender and the Alternative Currency Swingline Lender, which amounts, if in an Alternative Currency, shall be made available to the Administrative Deal Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not no later than 4:00 P.M. 12:00 p.m. (noon) (Charlotte, North Carolina time) on the date when due. Payments received after If, under any provisions of this Agreement, any Lender, Lender Agent, the Swingline Lender or the Alternative Currency Swingline Lender is owed any amount in respect of Breakage Costs, each such time Lender shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice send a statement to the Borrower)Deal Agent listing each such amount. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, and in the case of any amounts not paid or deposited under any Hedging Agreement, interest at the “rate” specified in the applicable Hedging Agreement, in each case, payable on demand; provided, however, that such interest rate shall not at any time it makes any payment under this Credit Agreement exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 360 (other than payments in calculations with respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to Base Rate and Advances and Alternative Currency Swingline Advances denominated in English Pounds Sterling which such payment is to shall be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) based on a Business Day in like funds year consisting of 365 or 366 days, as received prior to applicable) days for the end actual number of such Business Day and otherwise days (including the Administrative Agent will distribute such payment to such Lenders on first but excluding the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. last day) elapsed. (b) Whenever any payment hereunder shall be stated to be due on a day which is not other than a Business Day, the due date thereof such payment shall be extended to made on the next succeeding Business Day (subject to accrual except as provided in the definition of interest and Fees for the period of such extensionAccrual Period), except that and such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees may be. (c) All payments hereunder shall be made without set-off or counterclaim and in such Currency and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement (after withholding for or on account of any Taxes). Promptly following the Collection Date, the Deal Agent, each Conduit Lender, each Institutional Lender, the Swingline Lender and the Alternative Currency Swingline Lender shall xxxx the Notes “Paid” and return them to the Borrower. (d) Except to the extent otherwise provided herein or in any other Transaction Document, all amounts owing under this Agreement or under any such other Transaction Document are payable in Dollars, except for the principal of, and Interest on, any Advance denominated in any Alternative Currency or Alternative Currency Swingline Advance and Breakage Costs, Hedge Breakage Costs and Program Fees relating thereto, which are payable in such Alternative Currency. If the Borrower shall fail to pay any principal of, or any Interest on, any Advance, Swingline Advance or Alternative Currency Swingline Advance when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Advance, Swingline Advance or Alternative Currency Swingline Advance shall, if such Advance, Swingline Advance or Alternative Currency Swingline Advance is not denominated in Dollars, automatically be redenominated in Dollars on the basis due date thereof (or, if such due date is a day other than the last day of actual number the Accrual Period therefor, on the last day of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference such Accrual Period) in an amount equal to the Federal Funds Rate) shall be calculated based on a year Dollar Equivalent thereof using the spot selling rate as of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of paymentrelated Determination Date.

Payments, Computations, Etc. (a) Except as otherwise specifically expressly provided herein, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. Except as otherwise expressly provided herein and except with respect to the payment of a drawing under a Letter of Credit denominated in an Alternative Currency, all payments by the Borrower required to be made hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars Dollars, not later than 10:00 a.m., Denver time, on the date due, in immediately available fundsSame Day Funds, without offsetto such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Except as otherwise expressly provided herein, deduction, counterclaim or withholding all payments by the Borrower hereunder with respect to a drawing under a Letter of any kind, at Credit denominated in an Alternative Currency shall be made to the Administrative Agent's office specified , for the account of the Issuer, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower in Schedule 2.1(a) not such Alternative Currency and in Same Day Funds no later than 4:00 P.M. (Charlotte, North Carolina time) the Applicable Time specified by the Administrative Agent on the date when duedates specified herein. Payments Funds received after such either time set forth in the immediately preceding two sentences shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent may (but If, for any reason, the Borrower is prohibited by any law, rule or regulation from making any required payment hereunder in an Alternative Currency, the Borrower shall not be obligated to) debit the amount of any make such payment which is not made by such time to any ordinary deposit account in Dollars in the Dollar Equivalent of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any Alternative Currency payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a))amount. The Administrative Agent will distribute shall promptly remit Dollars in Same Day Funds to each Lender its share, if any, of such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise by the Administrative Agent will distribute for the account of such payment to such Lenders Lender. All interest and fees shall be computed on the next succeeding Business Day. All payments basis of principal and the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan (other than when calculated with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days); provided, however, in no event as a result of Competitive Loans such computation shall be made in accordance with interest exceed the terms of Section 2.2Highest Lawful Rate. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the due date thereof shall definition of the term "Interest Period" with respect to LIBO Rate Loans) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if any, in connection with such payment. All payments by the extension would cause the payment Borrower pursuant to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees this Agreement or any other Loan Document shall be made on without setoff, deduction or counterclaim. (aa) Section 5.2 of the basis of actual number of days elapsed over a year of 360 days, except with respect Credit Agreement is hereby amended to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference add Section 5.2.3 thereto to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, read as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.follows:

Payments, Computations, Etc. (a) Except as Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by a Borrower pursuant to this Agreement, the Notes or any other than Loan Document shall be made by such Borrower to the Agent for the account of each Lender in the amount of its Percentage thereof. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 12:30 p.m., Chicago, Illinois time, on the date due, in dollars in same day or immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at to such account as the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on Agent shall specify from time to time by notice to the date when dueCompany. Payments Funds received after such that time shall be deemed to have been received by the Agent on the next succeeding Business Banking Day. The Administrative Company hereby authorizes the Agent may (but and the Agent may, in its sole and absolute discretion, provide for the payment of any amounts required to be paid in Dollars which are due under this Agreement or the other Loan Documents, by debiting the Demand Deposit Account for the amount then due; PROVIDED, however, that the failure of the Company to maintain sufficient balances in the Demand Deposit Account to provide for such payment shall not be obligated to) debit the amount of affect any such payment which is not made by such time Borrower's obligation to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other pay when due all amounts payable by the such Borrower hereunder or under any other Loan Document. The Agent shall remit to which such payment is each Lender, not later than 5:00 p.m. Chicago, Illinois time on the Banking Day received (the Banking Day of receipt to be applied (and determined pursuant to this SECTION 4.7), same day funds in the event that it fails so an amount equal to specifysuch Lender's share, or if any, of such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing payments received by the Agent from a Borrower hereunder, subject to for the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end account of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2Lender. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Banking Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead (except as otherwise required by CLAUSE (C) of the definition of the term "INTEREST PERIOD" with respect to Eurodollar Rate Loans or Eurocurrency Rate Loans) be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations succeeding Banking Day and such extension of time shall be included in computing interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 daysfees, except if any, in connection with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of such payment.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided herein, all payments hereunder amounts to be paid or deposited by the Borrower or the Servicer, on behalf of the Borrower, or which is deposited by the Collateral Custodian from the Collection Accounts shall be paid or deposited in accordance with the terms hereof no later than 10:00 a.m. (other than payments Charlotte, North Carolina time), or in respect the case of Competitive Loansamounts to be deposited by the Collateral Custodian, 12:00 p.m. (noon) (Charlotte, North Carolina time) on the day when due in immediately available funds to the applicable Deal Agent’s Account. All amounts to be made available by any Lender, Lender Agent, or the Swingline Lender or the Alternative Currency Swingline Lender to the Deal Agent in connection with the making of any Advance, or Swingline Advance or Alternative Currency Swingline Advance, whether in Dollars or in an Alternative Currency, shall be sent to the Deal Agent on the date when due in immediately available funds to an account designated by the Deal Agent to each such Lender, Lender Agent, and the Swingline Lender and the Alternative Currency Swingline Lender, which amounts, if in an Alternative Currency, shall be made available to the Administrative Deal Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not no later than 4:00 P.M. 12:00 p.m. (noon) (Charlotte, North Carolina time) on the date when due. Payments received after If, under any provisions of this Agreement, any Lender, Lender Agent, or the Swingline Lender or the Alternative Currency Swingline Lender is owed any amount in respect of Breakage Costs, each such time Lender shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice send a statement to the Borrower)Deal Agent listing each such amount. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, and in the case of any amounts not paid or deposited under any Hedging Agreement, interest at the “rate” specified in the applicable Hedging Agreement, in each case, payable on demand; provided, however, that such interest rate shall not at any time it makes any payment under this Credit Agreement exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 360 (other than payments in calculations with respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to Base Rate and Advances and Alternative Currency Swingline Advances denominated in English Pounds Sterling which such payment is to shall be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) based on a Business Day in like funds year consisting of 365 or 366 days, as received prior to applicable) days for the end actual number of such Business Day and otherwise days (including the Administrative Agent will distribute such payment to such Lenders on first but excluding the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. last day) elapsed. (b) Whenever any payment hereunder shall be stated to be due on a day which is not other than a Business Day, the due date thereof such payment shall be extended to made on the next succeeding Business Day (subject to accrual except as provided in the definition of interest and Fees for the period of such extensionAccrual Period), except that and such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees may be. (c) All payments hereunder shall be made without set-off or counterclaim and in such Currency and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement (after withholding for or on account of any Taxes). Promptly following the Collection Date, the Deal Agent, each Conduit Lender, each Institutional Lender, and the Swingline Lender and the Alternative Currency Swingline Lender shall xxxx the Notes “Paid” and return them to the Borrower. (d) Except to the extent otherwise provided herein or in any other Transaction Document, all amounts owing under this Agreement or under any such other Transaction Document are payable in Dollars, except for the principal of, and Interest on, any Advance denominated in any Alternative Currency or Alternative Currency Swingline Advance and Breakage Costs, Hedge Breakage Costs and Program Fees relating thereto, which are payable in such Alternative Currency. If the Borrower shall fail to pay any principal of, or any Interest on, any Advance, Swingline Advance or Alternative Currency or Swingline Advance when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Advance, Swingline Advance or Alternative Currency or Swingline Advance shall, if such Advance, Swingline Advance or Alternative Currency or Swingline Advance is not denominated in Dollars, automatically be redenominated in Dollars on the basis due date thereof (or, if such due date is a day other than the last day of actual number the Accrual Period therefor, on the last day of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference such Accrual Period) in an amount equal to the Federal Funds Rate) shall be calculated based on a year Dollar Equivalent thereof using the spot selling rate as of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of paymentrelated Determination Date.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent in dollars in immediately available fundsshall be made, without offsetsetoff, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less the Fixed Rate Margin if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Agent interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender without any setoff, deduction or counterclaim. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made computed on the basis of the actual number of days elapsed (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days, except with respect . Whenever any payment to computation of interest be made shall otherwise be due on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds RateNY) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.18002/039/SOLSTICE5/solstice.5.form.of.loan.agt.2.doc

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided hereinin a Loan Document, all payments hereunder (other than payments in respect of Competitive Loans) by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding for the pro rata account of any kind, at the Secured Parties entitled to receive such payment. All payments of principal of Synthetic Revolving Loans shall be made by the Cayman Borrower to the Administrative Agent's office specified Agent for its account or, to the extent that the Administrative Agent has been reimbursed for such Synthetic Revolving Loans from proceeds in Schedule 2.1(a) the Synthetic Revolving Deposit Account, for deposit into the Synthetic Revolving Deposit Account for the benefit of the applicable Lenders in accordance with their Synthetic Revolving Deposit Percentages. All payments shall be made without setoff, deduction or counterclaim not later than 4:00 P.M. (Charlotte, North Carolina time) 11:00 a.m. on the date when duedue in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrowers. Payments Funds received after such that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day unless, at the Administrative Agent’s sole discretion, the Administrative Agent elects to treat such payment as having been received on the same Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount promptly remit in same day funds to each Secured Party its share, if any, of any such payment which is not made payments received by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent for the account of such Secured Party. All interest (with notice to including interest on LIBO Rate Loans) and fees shall be computed on the Borrower). The Borrower shall, at basis of the time it makes any payment under this Credit Agreement actual number of days (other than payments in respect of Competitive Loans), specify to including the Administrative Agent first day but excluding the Loans, Fees, last day) occurring during the period for which such interest or other amounts fee is payable by the Borrower hereunder to which such payment is to be applied over a year comprised of 360 days (and in the event that it fails so to specifyor, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loansinterest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if the extension would cause the payment to be made in the next following calendar monthappropriate, then such payment 366 days). Except as otherwise provided herein, payments due on other than a Business Day shall instead be made on the next preceding Business DayDay and such extension of time shall be included in computing interest and fees in connection with that payment. Except as otherwise expressly provided otherwise hereinset forth therein, any payment made under any Loan Document that is less than the full amount then due thereunder shall be applied upon receipt (a) first, to the payment of all computations Obligations (other than Loans and interest thereon) owing to the Administrative Agent and the Collateral Agent, in its capacity as the Administrative Agent and the Collateral Agent, respectively (including the reasonable and documented fees and expenses of counsel to the Administrative Agent or the Collateral Agent, as the case may be), (b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except owing with respect to computation of interest on Base Rate the Loans which (unless the Base Rate is determined by reference and all costs and expenses owing to the Federal Funds RateSecured Parties pursuant to the terms of the Credit Agreement, until paid in full in cash, (c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of the principal amount of the Loans then outstanding, and, if such payment resulted from the proceeds of any collateral, then to amounts owing to Secured Parties under Hedging Agreements, (d) fourth, after payment in full in cash of the amounts specified in clauses (a) through (c), to the ratable payment of all other Obligations owing to the Secured Parties, (e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), and following the Termination Date, to the Borrowers or any other Person lawfully entitled to receive such surplus. For purposes of this Section, the “credit exposure” at any time of any Secured Party with respect to a Hedging Agreement to which such Secured Party is a party shall be calculated based on a year determined at such time in accordance with the customary methods of 365 or 366 dayscalculating credit exposure under similar arrangements by the counterparty to such arrangements, as appropriate. Interest shall accrue from taking into account potential interest rate movements, currency movements and include the date respective termination provisions and notional principal amount, netting arrangements and term of borrowing, but exclude the date of paymentsuch Hedging Agreement.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided hereinin a Loan Document, all payments hereunder (other than payments in respect of Competitive Loans) by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding for the pro rata account of any kind, at the Secured Parties entitled to receive such payment. All payments of principal of Synthetic Revolving Loans shall be made by the Cayman Borrower to the Administrative Agent's office specified Agent for its account or, to the extent that the Administrative Agent has been reimbursed for such Synthetic Revolving Loans from proceeds in Schedule 2.1(a) the Synthetic Revolving Deposit Account, for deposit into the Synthetic Revolving Deposit Account for the benefit of the applicable Lenders in accordance with their Synthetic Revolving Deposit Percentages. All payments shall be made without setoff, deduction or counterclaim not later than 4:00 P.M. (Charlotte, North Carolina time) 11:00 a.m. on the date when duedue in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrowers. Payments Funds received after such that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day unless, at the Administrative Agent’s sole discretion, the Administrative Agent elects to treat such payment as having been received on the same Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount promptly remit in same day funds to each Secured Party its share, if any, of any such payment which is not made payments received by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent for the account of such Secured Party. All interest (with notice to including interest on LIBO Rate Loans) and fees shall be computed on the Borrower). The Borrower shall, at basis of the time it makes any payment under this Credit Agreement actual number of days (other than payments in respect of Competitive Loans), specify to including the Administrative Agent first day but excluding the Loans, Fees, last day) occurring during the period for which such interest or other amounts fee is payable by the Borrower hereunder to which such payment is to be applied over a year comprised of 360 days (and in the event that it fails so to specifyor, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loansinterest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if the extension would cause the payment to be made in the next following calendar monthappropriate, then such payment 366 days). Except as otherwise provided herein. payments due on other than a Business Day shall instead be made on the next preceding Business DayDay and such extension of time shall be included in computing interest and fees in connection with that payment. Except as otherwise expressly provided otherwise hereinset forth therein, any payment made under any Loan Document that is less than the full amount then due thereunder shall be applied upon receipt (a) first, to the payment of all computations Obligations (other than Loans and interest thereon) owing to the Administrative Agent and the Collateral Agent, in its capacity as the Administrative Agent and the Collateral Agent, respectively (including the reasonable and documented fees and expenses of counsel to the Administrative Agent or the Collateral Agent, as the case may be), (b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except owing with respect to computation of interest on Base Rate the Loans which (unless the Base Rate is determined by reference and all costs and expenses owing to the Federal Funds RateSecured Parties pursuant to the terms of the Credit Agreement, until paid in full in cash, (c) third, after payment in full in cash of the amounts specified in clauses (a) and (b), to the ratable payment of the principal amount of the Loans then outstanding, and, if such payment resulted from the proceeds of any collateral, then to amounts owing to Secured Parties under Hedging Agreements, (d) fourth, after payment in full in cash of the amounts specified in clauses (a) through (c), to the ratable payment of all other Obligations owing to the Secured Parties, (e) fifth, after payment in full in cash of the amounts specified in clauses (a) through (d), and following the Termination Date, to the Borrowers or any other Person lawfully entitled to receive such surplus. For purposes of this Section, the “credit exposure” at any time of any Secured Party with respect to a Hedging Agreement to which such Secured Party is a party shall be calculated based on a year determined at such time in accordance with the customary methods of 365 or 366 dayscalculating credit exposure under similar arrangements by the counterparty to such arrangements, as appropriate. Interest shall accrue from taking into account potential interest rate movements, currency movements and include the date respective termination provisions and notional principal amount, netting arrangements and term of borrowing, but exclude the date of paymentsuch Hedging Agreement.

Payments, Computations, Etc. All payments by any Obligor pursuant to this Agreement, the Notes or (except as otherwise set forth therein) any other Loan Document, whether in respect of Principal Amount, interest or otherwise, shall (except with respect to any repayment or prepayment of the Principal Amount of any Tranche B Gold Loan or the payment of any interest accrued thereon (each of which shall be payable in Gold) or except as otherwise expressly provided in this Agreement or any other Loan Document) be paid in Dollars. All such payments shall be made by such Obligor: (a) Except as otherwise specifically provided hereinif in Gold, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars in immediately available fundsfor the account of each Lender Party entitled thereto, without offset, deduction, counterclaim or withholding by delivery of any kind, Gold to an unallocated loco London gold account of the Administrative Agent at the Administrative Agent's office specified Gold Lending Office, which account shall be designated from time to time by notice to the Borrower from the Administrative Agent; and (b) if in Schedule 2.1(a) Dollars, to the Administrative Agent for the account of each Lender Party entitled thereto, by delivery of Dollars in immediately available funds to an account of the Administrative Agent in New York City at the Administrative Agent's Dollar Lending Office, which account shall be designated from time to time by notice to the Borrower from the Administrative Agent, in either such case for the account of each Lender Party entitled thereto (and, if such payment shall be of less than the amount of the relevant payment Obligation then due and owing, for the pro rata benefit of each Lender Party --- ---- entitled to share in such payment in accordance with its respective portion of the aggregate unpaid amount of similar payment Obligations). All such payments shall be made, without setoff, deduction or counterclaim, not later than 4:00 P.M. (Charlotte, North Carolina i) 11:00 a.m. (London time) on the date when duedue if such payment is denominated in Gold, and (ii) 11:00 a.m. (New York City time) on the date when due if such payment is denominated in Dollars. Payments Any payments received hereunder after such the time and date specified in this Section shall be deemed to have been received by the Administrative Agent on the next succeeding following Business Day. The Administrative Agent may shall promptly remit to each Lender its share (but calculated as aforesaid), if any, of such payments, in kind. If in Gold, such remittance shall not be obligated to) debit the amount of any such payment which is not made to an unallocated loco London gold account designated by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify Lender to the Administrative Agent the Loansby notice from time to time and maintained at such Lender's Gold Lending Office, Feesand, interest or other amounts payable if in Dollars, such remittance shall be to an account designated by the Borrower hereunder such Lender to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent by notice from time to time and maintained at such Lender's Dollar Lending Office. All interest and fees shall distribute be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect interest or fee is payable over a year comprised of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a))360 days. The Administrative Agent will distribute such payments shall, promptly after the first day of each Interest Period with respect to each type of Loan, notify each Lender of the interest rate applicable to such Lenderstype of Loan during such Interest Period. Subject to clauses (d) and (e) of the definition of "Interest Period", if ----------- --- --------------- whenever any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to otherwise be due on a day which is not a Business Day, the due date thereof such payment shall be extended to made on the next succeeding Business Day (subject to accrual and such extension of interest and Fees for the period of such extension), except that time shall be included in the case of Eurodollar Loanscomputing interest, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as otherwise specifically provided herein, all payments hereunder (other than payments in respect of Competitive Loans) shall be made to the Administrative Agent in dollars Dollars in immediately available funds, without offsetsetoff, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) Section 11.1 not later than 4:00 P.M. 12:00 Noon (Charlotte, North Carolina time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the BorrowerBorrower PROVIDED that failure to give such notice to the Borrower shall not affect the validity of such debit). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans)Agreement, specify to the Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of the actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans and Swingline Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided herein, all payments hereunder amounts to be paid or deposited by the Borrower or the Servicer, on behalf of the Borrower, or which is deposited by the Collateral Custodian from the Collection Accounts shall be paid or deposited in accordance with the terms hereof no later than 10:00 a.m., or in the case of amounts to be deposited by the Collateral Custodian, 12:00 p.m. (other than payments noon) (Charlotte, North Carolina time) on the day when due in respect immediately available funds to the applicable Deal Agent’s Account. All amounts to be made available by any Lender, Lender Agent or the Swingline Lender to the Deal Agent in connection with the making of Competitive Loans) any Advance or Swingline Advance, whether in Dollars or in an Alternative Currency, shall be sent to the Deal Agent on the date when due in immediately available funds to an account designated by the Deal Agent to each such Lender, Lender Agent and the Swingline Lender, which amounts, if in an Alternative Currency, shall be made available to the Administrative Deal Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not no later than 4:00 P.M. 12:00 p.m. (noon) (Charlotte, North Carolina time) on the date when due. Payments received after If, under any provisions of this Agreement, any Lender, Lender Agent or the Swingline Lender is owed any amount in respect of Breakage Costs, each such time Lender shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice send a statement to the Borrower)Deal Agent listing each such amount. The Borrower shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, and in the case of any amounts not paid or deposited under any Hedging Agreement, interest at the “rate” specified in the applicable Hedging Agreement, in each case, payable on demand; provided, however, that such interest rate shall not at any time it makes any payment under this Credit Agreement exceed the Maximum Lawful Rate. All computations of interest and all computations of the Interest Rate and other fees hereunder shall be made on the basis of a year of 360 (other than payments in calculations with respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to Base Rate and Advances denominated in English Pounds Sterling which such payment is to shall be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) based on a Business Day in like funds year consisting of 365 or 366 days, as received prior to applicable) days for the end actual number of such Business Day and otherwise days (including the Administrative Agent will distribute such payment to such Lenders on first but excluding the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. last day) elapsed. (b) Whenever any payment hereunder shall be stated to be due on a day which is not other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding succeeding Business Day. Except , and such extension of time shall in such case be included in the computation of payment of Interest, other interest or any fee payable hereunder, as expressly provided otherwise herein, all computations of interest and fees the case may be. (c) All payments hereunder shall be made without set-off or counterclaim and in such Currency and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement (after withholding for or on account of any Taxes). Promptly following the Collection Date, the Deal Agent, each Conduit Lender, each Institutional Lender and the Swingline Lender shall xxxx the Notes “Paid” and return them to the Borrower. (d) Except to the extent otherwise provided herein or in any other Transaction Document, all amounts owing under this Agreement or under any such other Transaction Document are payable in Dollars, except for the principal of, and Interest on, any Advance denominated in any Alternative Currency and Breakage Costs and Hedge Breakage Costs relating thereto, which are payable in such Alternative Currency. If the Borrower shall fail to pay any principal of, or any Interest on, any Advance when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Advance shall, if such Advance is not denominated in Dollars, automatically be redenominated in Dollars on the basis due date thereof (or, if such due date is a day other than the last day of actual number the Accrual Period therefor, on the last day of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference such Accrual Period) in an amount equal to the Federal Funds Rate) shall be calculated based on a year Dollar Equivalent thereof using the spot selling rate as of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of paymentrelated Determination Date.

Payments, Computations, Etc. (a) Except All payments by either the Borrower or MMS pursuant to this Agreement or any other Loan Document shall be paid in Dollars, except as otherwise specifically provided hereinset forth therein or except with respect to the payment of the Principal Amount of any Gold Loan or any interest accruing thereon, all each of which shall be payable in Gold. All payments hereunder (under this Agreement or any other than payments in respect of Competitive Loans) Loan Document shall be made by the relevant Obligor to the Administrative Agent for the account of each Finance Party entitled thereto. (b) All payments under the Facility shall be made by either the Borrower or MMS: (i) if in dollars in immediately available fundsGold, without offsetto the Administrative Agent for the account of each Finance Party entitled thereto, deduction, counterclaim or withholding by delivery of any kind, Gold to an unallocated LOCO London gold account of the Administrative Agent at the Administrative Agent's office specified Gold Lending Office, which account shall be designated from time to time by notice to the Borrower from the Administrative Agent; and (ii) if in Schedule 2.1(a) Dollars, to the Administrative Agent for the account of each Finance Party entitled thereto, by delivery of Dollars in immediately available funds to an account of the Administrative Agent in New York City at the Administrative Agent's Dollar Lending Office, which account shall be designated from time to time by notice to the Borrower from the Administrative Agent, in either such case for the account of each Finance Party entitled thereto and, if such payment shall be of less than the amount of the relevant payment Obligation then due and owing, for the PRO RATA benefit of each Finance Party entitled to share in such payment in accordance with its respective portion of the aggregate unpaid amount of similar payment Obligations. All such payments shall be made, without setoff, deduction, or counterclaim, not later than 4:00 P.M. (Charlottei) 11:00 a.m., North Carolina time) on the date when duedue if such payment is denominated in Gold, and (ii) 11:00 a.m., New York City time, on the date when due if such payment is denominated in Dollars. Payments Any payments received hereunder after such the time and date specified in this Section shall be deemed to have been received by the Administrative Agent on the next succeeding following Business Day. The Administrative Agent may shall promptly remit to each Finance Party its share (but calculated as aforesaid), if any, of such payments, in kind. If in Gold, such remittance shall not be obligated to) debit the amount of any such payment which is not made to an unallocated LOCO London gold account designated by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify Finance Party to the Administrative Agent the Loansby notice from time to time and maintained at its Gold Lending Office, Feesand, interest or other amounts payable if in Dollars, such remittance shall be to an account designated by the Borrower hereunder such Finance Party to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment by notice from time to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day time and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. All payments of principal and interest in respect of Competitive Loans shall be made in accordance with the terms of Section 2.2. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of paymentmaintained at its Dollar Lending Office.

Payments, Computations, Etc. (a) Except as Unless otherwise specifically expressly provided hereinin a Loan Document, all payments hereunder (other by the Borrower pursuant to each Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Secured Parties entitled to receive such payment. All payments shall be made without setoff, deduction or counterclaim not later than 11:00 a.m. on the date due in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. All payments in respect of Competitive Loans) by the Borrower shall be made to the Administrative Agent with respect to principal of, interest on, and any other amounts relating to, any Loan, shall be made in dollars the currency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars and in each case, in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments Funds received after such that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount promptly remit in same day funds to each Secured Party its share, if any, of any such payment which is not made payments received by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent for the account of such Secured Party. All interest (with notice to including interest on LIBO Rate Loans) and fees shall be computed on the Borrowerbasis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). The Borrower shall, at the time it makes any payment under this Credit Agreement (Payments due on other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds shall (except as received prior to otherwise required by clause (c) of the end definition of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders “Interest Period”) be made on the next succeeding Business Day. Day and such extension of time shall be included in computing interest and fees in connection with that payment. (b) All payments of principal and interest cash proceeds received by the Collateral Agent in respect of Competitive Loans any sale of, collection from, or other realization upon, all or any part of the real, personal and mixed property in which Liens are purported to be granted pursuant to the Loan Documents as security for the Obligations, shall be made paid over to the Administrative Agent and applied by the Administrative Agent as follows: (i) first, to the payment of all Obligations owing to the Agents, in accordance their capacity as Agents (including the fees and expenses of counsel to the Agents), (ii) second, after payment in full in cash of the amounts specified in clause (b)(i), to the ratable payment of all interest and fees owing with respect to the First Lien Facility and all reasonable costs and out-of-pocket expenses owing to the Secured Parties with respect to the First Lien Facility pursuant to the terms of Section 2.2. Whenever any this Agreement, until paid in full in cash, (iii) third, after payment hereunder shall be stated in full in cash of the amounts specified in clauses (b)(i) and (b)(ii), to be due on a day which is not a Business Daythe ratable payment of the principal amount of the Loans constituting First Lien Obligations then outstanding, amounts owing to Secured Parties under Rate Protection Agreements, the due date thereof shall be extended aggregate First Lien Reimbursement Obligations then owing and Cash Collateralization for contingent liabilities under Revolver Letter of Credit Outstandings, (iv) fourth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iii), to the next succeeding Business Day ratable payment of all other First Lien Obligations owing to the Secured Parties, (subject to accrual v) fifth, after payment in full in cash of interest and Fees for the period of such extensionamounts specified in clauses (b)(i) through (b)(iv), except that in to the case ratable payment of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except owing with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference Second Lien Facility and all costs and expenses owing to the Federal Funds RateSecured Parties with respect to the Second Lien Facility pursuant to the terms of this Agreement, until paid in full in cash, (vi) shall be calculated based on a year sixth, after payment in full in cash of 365 the amounts specified in clauses (b)(i) through (b)(v), subject to clause (i) of Section 3.1.1, to the ratable payment of the principal amount of outstanding Second Lien Loans, (vii) seventh, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(vi), to the ratable payment of all other Second Lien Obligations owing to the Secured Parties, and (viii) eighth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(vii), and following the Termination Date, to each applicable Guarantor or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of paymentany other Person lawfully entitled to receive such surplus.

Payments, Computations, Etc. (a) Except as a. Unless otherwise specifically provided hereinexpressly provided, all payments hereunder (by the Borrower pursuant to this Agreement or any other than Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments in respect of Competitive Loans) shall required to be made to the Administrative Agent in dollars in immediately available fundsshall be made, without offsetset-off, deductiondeduction or counterclaim, counterclaim or withholding of any kind, at the Administrative Agent's office specified in Schedule 2.1(a) not later than 4:00 P.M. (Charlotte11:00 a.m., North Carolina New York time) , on the date when due, in same day or immediately available funds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Payments Funds received after such that time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement (other than payments in respect of Competitive Loans), specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. (i) Each Option A Lender hereby instructs the Administrative Agent to remit all payments of interest made with respect to any portion of the Loan held by such Option A Lender to the Refinancing Bank less the Fixed Rate Margin if interest on the Loan made by that Lender is then calculated at the Fixed Rate and less the Floating Rate Margin if interest on that Loan is then calculated at the Floating Rate. (ii) Each Option B Lender hereby instructs the Administrative Agent, with respect to any portion of the Loan held by such Option B Lender, to pay to the CIRR Agent interest thereon at the Fixed Rate, if interest on such portion of the Loan is then calculated at the Fixed Rate, and to pay directly to such Lender interest thereon at the Floating Rate, if interest on such portion of the Loan is then calculated at the Floating Rate. c. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender without any set-off, deduction or counterclaim. All payments of principal interest and interest in respect of Competitive Loans fees shall be made in accordance with computed on the terms basis of Section 2.2the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment hereunder to be made shall be stated to otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the due date thereof shall definition of the term “Interest Period”) be extended to made on the next succeeding Business Day (subject to accrual and such extension of time shall be included in computing interest and Fees for the period of such extension), except that in the case of Eurodollar Loansfees, if the extension would cause the payment to be made any, in the next following calendar month, then connection with such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which (unless the Base Rate is determined by reference to the Federal Funds Rate) shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.