Common use of Payments Etc Clause in Contracts

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrowers under this Agreement shall be made without defense, set-off or counterclaim to Agent not later than 1:00 p.m. (Orlando time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender to such Lender. (b) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Banking Day, the due date thereof shall be extended to the next succeeding Banking Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Loans, all amounts received on any day by Agent in respect of principal of the Loans shall be applied by Agent as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and payable on such day pursuant to Section 2.7; third, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received by Agent hereunder and under the other Loan Documents shall be disbursed by Agent as follows: first, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purpose.

Payments Etc. (a) Except as otherwise specifically provided herein, all All payments by Borrowers under this Agreement shall be pro rated among the Lenders in accordance with their Percentages and, shall be made by Borrower, without defense, set-off setoff, or counterclaim counterclaim, to Agent not later than 1:00 p.m. 12:00 noon (Orlando Chicago time) on the date when due, it being expressly agreed due and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Office and any funds received by Agent will promptly after receipt such time shall, for all purposes of each such payment (and in any event by the close of business on the day on which such funds are received or this Agreement, be deemed to have been received) distribute funds in paid on the form received relating next succeeding Business Day. Agent shall thereafter cause to be distributed to the payment of (i) principal or interest on any Type of Loan to Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect on the Business Day when paid, in like funds their Percentage of payments so received. In the event Agent fails to any Type of Commitment ratably cause such funds to Lenders with Commitments of the corresponding Type and (iii) any other amount payable be distributed to any Lender on the same Business Day when paid (or deemed paid) to Agent, Agent shall pay interest to such LenderLender on such amounts at the Federal Funds Rate. (b) Whenever any payment to be made hereunder or under any Note the Promissory Notes shall be stated to be due on a day that which is not a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day (unless a Eurodollar Rate Interest Period expires on the next preceding Business Day pursuant to Section 2.7(c), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate Applicable Rate during such extension. (c) All computations of interest on the Advances and Fees fees due under Sections 2.19(b) and (c) shall be made on the basis of a year of three hundred and sixty (360) 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees fees are payable. Each determination by Agent of an interest rate or Fee fee hereunder shall shall, except for patent error, be conclusive final, conclusive, and binding absent manifest errorupon Borrower for all purposes. (d) Prior to the maturity occurrence of the Loansan Event of Default, all amounts received on any day by Agent in respect of principal of the Loans payments and prepayments under this Agreement shall be applied by Agent as follows: : (a) first, to Agentfees, for its own accountexpenses, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal costs and other similar amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans then due and payable to Agent and the Lenders, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest on such day pursuant to Section 2.7; the outstanding Advances, (c) third, ratably to Lenders the payment of principal due in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth month in which the balancepayment or prepayment is made, if any, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of the outstanding Advances in the inverse order of maturity. Any prepayment of Advances shall (provided that no not extend or postpone the Maturity Date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received payments may be applied by Agent to amounts owed hereunder and under the other Loan Documents in such order as Agent shall be disbursed by Agent as follows: firstdetermine, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purposesole discretion.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (Orlando New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to the Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees (other than the agency fee set forth in Section 2.10(b)) with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type Type, and (iii) any other amount payable to any Lender to such Lender. (b) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by the Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the LoansFacility 1 Loans and Swing-Line Loans (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a), or otherwise), all amounts received on any day by the Agent hereunder in respect of principal of Facility 1 Loans or Swing-Line Loans or under the Loans Collateral Agreements, including amounts received by the Agent from the Facility 1 Settlement Account, and all amounts received from the Servicing Agent in respect of the Servicing Collateral, shall be applied disbursed by the Agent as follows: first, to Agent, for its own accountBankers Trust, to repay the outstanding aggregate principal amount of Swing-Line Loans outstanding on such day; second, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, Facility 1 Loans to repay the aggregate principal amount of Facility 1 Loans due and payable on such day pursuant to Section 2.72.8; third, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans, to prepay outstanding Facility 1 Loans being prepaid on such day pursuant to Section 2.82.9; fourth, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and fourth fifth, the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by the Agent to the Borrowers by transfer to such account as the Master Account. If any Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default or any such Potential Default has occurred and is continuing, but then the Agent has shall not yet accelerated release any such amounts to the Servicing Agent or to the Borrowers and shall hold such amounts in the Facility 1 Settlement Account until the earlier of (x) the cure of such Potential Default or Event of Default, in which case such amounts shall be released to the Servicing Agent or to the Borrowers as described above in this subsection (d), or (y) the acceleration of the Facility 1 Loans or Swing-Line Loans, in which case such amounts shall be disbursed in accordance with Section 2.11(h). (e) Prior to the maturity of the Obligations Facility 2 Loans (whether upon acceleration, upon any date that the Facility 2 Commitments are terminated pursuant to Section 8.22.7(b), or otherwise), all amounts received on any day by the Agent hereunder in respect of principal of Facility 2 Loans or in respect of Eligible REO Property mortgaged to the Secured Parties or from the Servicing Agent in respect of the Servicing Collateral, shall be disbursed by the Agent as follows: first, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to repay the aggregate principal amount of Facility 2 Loans due and payable on such day pursuant to Section 2.8; second, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to prepay outstanding Facility 2 Loans being prepaid on such day pursuant to Section 2.9; third, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and fourth, the balance, if any, shall be released by the Agent to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default has occurred and is continuing, then the Agent shall apply all not release any such amounts remaining after making the applications required by clauses first, second and third above to the repayment Servicing Agent or to the Borrowers and shall hold such sums as cash collateral until the earlier of outstanding (x) the cure of any Potential Default or Event of Default, in which case such amounts shall be released to the Servicing Agent or to the Borrowers as described in this subsection (e), or (y) the acceleration of the Facility 2 Loans, in which case such amounts shall be disbursed in accordance with Section 2.11(h). (ef) Upon the maturity of the Facility 1 Loans (whether upon acceleration acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a), or otherwise), all amounts received by the Agent hereunder and in respect of principal of Facility 1 Loans or Swing-Line Loans or under the other Loan Documents Collateral Agreements, including amounts received by the Agent from the Facility 1 Settlement Account, and all amounts received from the Servicing Agent in respect of the Servicing Collateral, shall be disbursed by the Agent as follows: first, to the Collateral Agent in accordance with the amounts due to the Collateral Agent, to reimburse it the Collateral Agent for all fees, costs and expenses reasonable reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan DocumentsSecurity Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans due hereunder and to repay the principal of all outstanding Swing-Line Loans; fourth, ratably to the Facility 1 Lenders in accordance with the amount of interest and Fees on the Facility 1 Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 1 Loans due hereunder; fifth, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans, to repay all outstanding Facility 1 Loans; sixth, ratably to all of the Facility 2 Lenders in accordance with their respective unpaid Obligations relating to Facility 2 Loans, to pay all of their remaining unpaid Obligations relating to Facility 2 Loans; seventh, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and eighth, provided no Obligations remain unpaid to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose. (g) Upon the maturity of the Facility 2 Loans (whether upon acceleration, upon any date that the Facility 2 Commitments are terminated pursuant to Section 2.7(b), or otherwise), all amounts received by the Agent hereunder in respect of principal of Facility 2 Loans or in respect of Eligible REO Property mortgaged to the Secured Parties or from the Servicing Agent in respect of the Servicing Collateral, shall be disbursed by the Agent as follows: first, to the Collateral Agent in accordance with the amounts due to the Collateral Agent, to reimburse the Collateral Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to the Facility 2 Lenders in accordance with the amount of interest on and Fees with respect to the Facility 2 Loans due to such Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 2 Loans due hereunder; fourth, ratably to the Facility 2 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 2 Loans, to repay all outstanding Facility 2 Loans; fifth, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans due hereunder and to repay the principal of all outstanding Swing-Line Loans; sixth, ratably to all of the Facility 1 Lenders in accordance with their respective unpaid Obligations relating to Facility 1 Loans, to repay all of their remaining unpaid Obligations relating to Facility 1 Loans; seventh, if a Servicing Event of Default has occurred and is continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and eighth, provided no Obligations remain unpaid, to the Borrowers by transfer to such account as the Borrowers may direct in writing for such purpose. (h) Upon the maturity of the Loans and all other Obligations (whether upon acceleration, upon any date that the Commitments are terminated pursuant to Section 2.7, or otherwise), all amounts in any account of the Borrower maintained with the Agent and all amounts (other than the amounts referred to in subsections (f) and (g) above) received by the Agent on account of the Obligations shall be disbursed by the Agent as follows: first, to the Collateral Agent in accordance with the amounts due to the Collateral Agent, to reimburse the Collateral Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans and to repay the principal of all outstanding Swing-Line Loans; fourth, ratably to the Lenders in accordance with the amount of interest and Fees due to each Lender, to pay all accrued and unpaid interest and Fees due hereunder; fourth fifth, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifthsixth, ratably to the Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; seventh, if a Servicing Event of Default has occurred and sixthis continuing, to the Servicing Agent to be disbursed in accordance with Section 2.11 of the Servicing Credit Agreement; and eighth, to the Borrowers by transfer to the Master Account, or to such other account as the Borrowers may direct in writing for such purpose.

Payments Etc. (a) Except as to the extent otherwise specifically provided herein, all payments of principal, interest and other amounts to be made by Borrowers the Company under this Agreement and the Notes shall be made in Dollars, in immediately available funds, without defensededuction, set-off or counterclaim counterclaim, to Agent Chase at its Principal Office, not later than 1:00 p.m. (Orlando time) 11:00 a.m. New York time on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed payment shall become due; provided that, if a new Loan is to have been received) distribute funds in be made by any Bank on a date the form received relating Company is to repay any principal of an outstanding Loan of such Bank, such Bank shall apply the proceeds of such new Loan to the payment of the principal to be repaid and only an amount equal to the difference (iif any) between the principal to be borrowed and the principal to be repaid shall be made available by such Bank to Chase as provided in 1.02 or interest on any Type of Loan 1.05 hereof (if such principal to Lenders with Loans of be borrowed exceeds such principal to be repaid) or paid by the corresponding Type ratably in accordance with the aggregate Company to Chase pursuant to this 2.05 (if such principal amount of the Loans of to be repaid exceeds such Type of such Lenders, (ii) Fees with respect principal to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender to such Lenderbe borrowed). (b) Whenever Each payment received by Chase under this Agreement or any Note for account of a Bank shall be paid promptly to such Bank, in immediately available funds, for account of such Bank's Applicable Lending Office for the Loan in respect of which such payment is made. (c) If the due date of any payment to be made hereunder under this Agreement or under any Note shall be stated to be due would otherwise fall on a day that which is not a Banking Business Day (or, in the case of any Swingline Loan or Swingline Note, a Swingline Business Day, the due ) such date thereof shall be extended to the next succeeding Banking Business Day and(or, with respect to payments in the case of principalany Swingline Loan or Swingline Note, the next succeeding Swingline Business Day) and interest thereon shall be payable at for any principal so extended for the then applicable rate during period of such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Loans, all amounts received on any day by Agent in respect of principal of the Loans shall be applied by Agent as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and payable on such day pursuant to Section 2.7; third, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received by Agent hereunder and under the other Loan Documents shall be disbursed by Agent as follows: first, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purpose.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrowers under this Agreement shall be made without defense, set-off or counterclaim to Agent not later than 1:00 p.m. (Orlando time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment The Company will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating reimburse your reasonable accrued expenses incurred prior to the payment of (i) principal or interest Separation Date upon compliance with Company policy on any Type of Loan to Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lendersexpense reports, (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender to such Lenderetc. (b) Whenever You acknowledge and agree that you shall not be entitled to any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Banking Day, the due date thereof shall be extended to the next succeeding Banking Day and, with respect to payments of principal, interest thereon shall be payable at base salary under your prior offer letter with the then applicable rate during such extensionCompany or otherwise for any period following the Salary Termination Date. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees vesting conditions with respect to your 97,685 performance shares are payable. Each determination by Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest errordeemed to have been satisfied. (d) Prior Vesting with respect to the maturity of the Loans, all amounts received on any day by Agent in respect of principal of the Loans shall be applied by Agent as follows: first, 141,437 options issued to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders you will continue in accordance with the aggregate principal amounts award agreements in respect of their respective outstanding Loans, to repay the aggregate principal amount such options until such time as this Agreement has been terminated for any reason. Your separation of Loans due and payable on such day pursuant to Section 2.7; third, ratably to Lenders employment as contemplated herein will not constitute a break in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loanscontinuous service. (e) Upon You will not be entitled to any Board compensation for any period following December 31, 2017 but will be entitled to the maturity benefit of any applicable indemnification and exculpation provisions set forth in existing written agreements with the Company as of the Loans date hereof or in the organizational documents of the Company or its subsidiaries. (whether upon acceleration or otherwise), all amounts received f) The Company will pay you the Specified Percentage of the cash proceeds collected by Agent hereunder and under the other Loan Documents shall be disbursed by Agent as follows: first, to Collateral Agent Company in accordance with the amounts due to Collateral Agent, to reimburse it for Pan Optis Matter after the date of this Agreement net of all fees, costs costs, expenses and expenses reasonable other amounts, including, without limitation, attorneys’ and experts’ fees and expenses, incurred by it the Company and its subsidiaries in connection with an Event the Pan Optis Matter (“Net Pan Optis Proceeds”) within 30 business days of Default the Company’s receipt thereof (the “Recovery Fee”). For purposes hereof, the “Specified Percentage” shall mean (i) 4.00% of all Net Pan Optis Proceeds up to and including $2,000,000 plus (ii) 5.00% of all Net Pan Optis Proceeds greater than $2,000,000 and up to and including $6,000,000 plus (iii) 7.00% of all Net Pan Optis Proceeds greater than $6,000,000 and up to and including $10,000,000. Notwithstanding the foregoing, no Recovery Fee shall be due and payable if (x) Net Pan Optis Proceeds are less than $2,000,000 or otherwise payable (y) this Agreement is terminated by the Company for Cause or you terminate this Agreement pursuant to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent Section 2(f)(iii) hereof. You will be responsible for all feestaxes on any Recovery Fee payable hereunder. (g) The Company will pay you a transaction fee (the “Transaction Fee”) upon execution and delivery by PanOptis and the Company of a binding written agreement, in form and substance acceptable to the Company, which finally resolves all claims alleged in the PanOptis Matter (which agreement shall include a full and unconditional release from Pan Optis and its affiliates of each of the Company, its subsidiaries and their respective officers, directors , employees, agents, advisors and affiliates) in the amount of (i) $80,000 if such agreement has been executed by delivered by the parties on or prior to May 11, 2018, (ii) $40,000 if such agreement has been executed and delivered by the parties on or prior to September 7, 2018 and (iii) $0 thereafter. Notwithstanding the foregoing, no Transaction Fee shall be due and payable if this Agreement is terminated by the Company for Cause or you terminate this Agreement pursuant to Section 2(f)(iii) hereof. You will be responsible for all taxes on any Transaction Fee payable hereunder. (h) The Company will pay the cost of providing you and your family COBRA benefits for one year following the Separation Date in an amount not to exceed $30,000. You will be responsible for all taxes on any amounts payable pursuant to this clause (h). (i) Within ten business days of the date of the Separation Date, the Company will pay you $100,000 (the “Upfront Payment”). You will be responsible for all taxes thereon. (j) Subject to applicable IRS guidelines, the Company will reimburse your reasonable and documented out-of-pocket costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due performing services hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purpose.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (Orlando New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust Company before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to the Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect to any Type of the Commitment Fee ratably to the Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender to such Lender. (b) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are is payable. Each determination by the Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the LoansLoans (whether upon acceleration, upon any date that the Commitments are terminated pursuant to Section 2.7 or otherwise), all amounts received on any day by the Agent hereunder in respect of principal of the Loans or under the Security Agreement or from the Warehouse Agent in respect of the Warehouse Collateral shall be applied disbursed by the Agent as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and payable on such day pursuant to Section 2.72.8; thirdsecond, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.82.9; third, if a Warehouse Event of Default has occurred and is continuing, to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Warehouse Credit Agreement; and fourth fourth, the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by the Agent to the Borrowers by transfer to such account as the Master Account. If any Borrowers may direct in writing for such purpose; provided that if a Potential Default or an Event of Default or any such Potential Default has occurred and is continuing, but then the Agent has shall not yet accelerated release any such amounts to the maturity Warehouse Agent or to the Borrowers until the earlier of (x) the cure of any Potential Default or Event of Default, in which case such amounts shall be released to the Warehouse Agent or to the Borrowers as described in this subsection (d), or (y) the acceleration of the Obligations pursuant to Loans, in which case such amounts shall be applied in accordance with Section 8.22.11(e); and provided further, Agent shall apply that if a Warehouse Event of Default has occurred and is continuing, notwithstanding the foregoing provisions of this Section 2.11(d), all amounts remaining after making received by the applications required Agent hereunder in respect of Eligible Servicing Receivables shall be paid by clauses first, second and third above the Agent to the repayment Warehouse Agent to be disbursed in accordance with Section 2.11 of outstanding Loansthe Warehouse Credit Agreement. (e) Upon the maturity of the Loans (whether upon acceleration acceleration, upon any date that the Commitments are terminated pursuant to Section 2.7, or otherwise), all amounts received by the Agent hereunder and under on account of the other Loan Documents Obligations shall be disbursed by the Agent as follows: first, to the Collateral Agent in accordance with the amounts due to Collateral Agentit, to reimburse it for all fees, costs and expenses reasonable reasonably incurred by it in connection with a Potential Default or an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan DocumentsSecurity Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in connection with a Potential Default or an Event of Default, Default or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to the Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenderseach Lender, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth fourth, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to the Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, if a Warehouse Event of Default has occurred and is continuing, to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Warehouse Credit Agreement; and seventh, to the Borrowers by transfer to the Master Account, or to such other account as the Borrowers may direct in writing for such purpose; provided that if a Warehouse Event of Default has occurred and is continuing, notwithstanding the foregoing provisions of this Section 2.11(e), all amounts received by the Agent hereunder in respect of Eligible Servicing Receivables shall, after the payments provided for in clauses first and second above have been made, be paid by the Agent to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Warehouse Credit Agreement.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrowers under this Agreement and the other Credit Documents shall be made without defense, set-off or counterclaim to the Administrative Agent not later than 1:00 p.m. 11:00 A.M. (Orlando Eastern time) on the date when due, it being expressly agreed due and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the its Payment Office. Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of . (i) principal Any and all payments by Interface hereunder or interest under the Term Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the jurisdiction under the laws of which such Lender is organized or any Type political subdivision thereof and, in the case of Loan to Lenders with Loans of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the corresponding Type ratably in accordance with the aggregate principal amount of the Loans ju- risdiction of such Type of such LendersLender's appropriate Lending Office or any political subdivision thereof, (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iiiB) by a jurisdiction in which any other amount payable to any Lender to such Lender. (b) Whenever any payment payments are to be made by Interface hereunder, other than the United States of America or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Lender and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (B), to the extent such taxes are imposed as a result of a change - 27 - in the law or regulations of any jurisdiction or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement (all such excluded net income taxes, franchise taxes and branch profit taxes collectively referred to as the "Excluded Taxes"; all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being collectively referred to in this Section 3.07(b) as "Taxes"). If Interface shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Term Note to any Lender, (x) the sum so payable shall be stated to increased by such amount (the "Gross-up Amount") as may be due on a day necessary so that is not a Banking Day, the due date thereof shall be extended to the next succeeding Banking Day and, after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 3.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) Interface shall make such deductions, and (z) Interface shall pay the full amount deducted to the relevant taxation au- thority or other authority in accordance with applicable law. (ii) Interface will indemnify each Lender for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Lender applicable to the Gross-up Amount payable under clause (x) of Section 3.07(b)(i) or on the indemnification payments made by Interface under this Section 3.07(b)(ii), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or such Excluded Taxes were correctly or legally asserted, so as to compensate such Lender for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within 10 Business Days from the date such Lender makes written demand therefor. (iii) Within 30 days after the date of Interface's payment of Taxes, Interface will furnish to the relevant Lender, at its appropriate Lending Office, the original or a certified copy of a receipt evidencing payment thereof. (iv) Each Lender that is a foreign Person (i.e., a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that: (A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface: (1) for each Lending Office located in the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form 4224 or any successor thereto ("Form 4224"), and/or (2) for each Lending Office located outside the United States of America, three (3) accurate and com- plete signed originals of Internal Revenue Service Form 1001 or any successor thereto ("Form 1001"); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest thereon shall be payable and fees for the account of such Lending Office under this Agreement and the Term Notes, free from withholding of United States Federal income tax; provided, that if the Form 4224 or Form 1001, as the case may be, supplied by a Lender fails to establish a complete exemption from United States withholding tax as of the - 28 - date such Lender becomes a Lender, such Lender shall, within 15 days after a written request from Interface, de- liver to Interface the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date; (B) if at any time such Lender changes its Lending Office or selects an additional Lending Office, it shall, at the then applicable rate during same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to Interface in replacement for the forms previously delivered by it hereunder: (1) for such extensionchanged or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form 4224; or (2) otherwise, three (3) accurate and complete signed originals of Form 1001; in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal, interest and fees for the account of such changed or additional Lending Office under this Agreement and the Term Notes, free from withholding of United States Federal income tax. (cv) All computations In addition to the documents to be furnished pursuant to Section 3.07(b)(iv), each Lender shall, promptly upon the reasonable written request of interest Interface to that effect, deliver to Interface such other accurate and Fees shall complete forms or similar documentation as such Lender is legally able to provide and as may be made required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Lender's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement or the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payableTerm Notes. Each determination by Lender furnishing forms to Interface pursuant to the requirements of Section 3.07(b)(iv) and this clause (v), shall furnish copies of such forms to the Administrative Agent at the same time delivery of an interest rate or Fee hereunder shall be conclusive and binding absent manifest errorsuch forms is made to Interface. (dvi) Prior Interface shall not be required to pay any amounts pursuant to Section 3.07(b)(i) or (ii) to any Lender for the maturity account of the Loans, all amounts received on any day by Agent Lending Office of such Lender in respect of principal any United States withholding taxes payable hereunder (and Interface, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the United States Government) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 3.07(b)(iv), and such Lender shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the Loans payment of such sum by Interface hereunder for the account of such Lending Office for, in each case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Lender became a Lender hereunder. (vii) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms - 29 - or other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist in applying for refunds of Taxes remitted hereunder. (viii) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Interface pursuant to this Section 3.07(b), except to the extent that a Lender determines that such efforts would be disadvantageous to such Lender, as determined by such Lender and which determination, if made in good faith, shall be applied binding and conclusive on all parties hereto. (ix) To the extent that the payment of any Lender's Taxes by Agent Interface gives rise from time to time to a Tax Benefit (as follows: firsthereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to Agent, for its own account, to repay Interface the outstanding amount of Swing-Line Loans outstanding on each such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal Tax Benefit so recognized or received. The amount of Loans each Tax Benefit and, therefore, payment to Interface will be determined from time to time by the relevant Lender in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable on by such day pursuant Lender to Section 2.7Interface within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; thirdprovided, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balancehowever, if anyat any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, Interface shall (provided that no Event of Default of any typepromptly, or Potential Default relating after notice thereof from such Lender, repay to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received by Agent hereunder and under the other Loan Documents shall be disbursed by Agent as follows: first, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with Lender the amount of interest on such Tax Benefit previously paid to Interface and rescinded, disallowed or nullified. For purposes of this section, "Tax Benefit" shall mean the Loans and Fees amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had Interface not been required to pay the Lender's Taxes. In case of any dispute with respect to the amount of any payment Interface shall have no right to any offset or withholding of payments with respect to future payments due to such Lenders, to pay all accrued and unpaid interest on any Lender under this Agreement or the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purposeTerm Notes.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrowers The Borrower shall make each payment under this Agreement shall the Credit Documents to be made without defense, set-off or counterclaim to Agent by it not later than 1:00 p.m. 12:00 P.M. (Orlando timelocal time at the place of payment) on the date day when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by due in the Applicable Currency to the Agent at the Agent, such payment will be deemed to have been made on the next succeeding Banking Day 's applicable Payment Office in immediately available funds. The Applicable Currency for principal and interest thereon payments shall be payable at the then applicable rate during such extensioncurrency in which the related Advance was made. All The Applicable Currency for all other payments hereunder shall be made in U.S. Dollars in immediately available Dollars. The Agent shall promptly thereafter cause to be distributed like funds at the Payment Office. Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of principal, interest or fees ratably (iother than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)) principal or interest on any Type to the Banks for the account of Loan their respective Applicable Lending Offices, and like funds relating to Lenders with Loans the payment of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender Bank to such LenderBank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. In no event shall any Bank be entitled to share any fees paid to the Agent pursuant to Section 2.3(b) or any other fee paid to the Agent, as such. (b) Whenever any payment to be made hereunder or under any Note the Credit Documents shall be stated to be due on a day that is not other than a Banking Business Day, the due date thereof such payment shall be extended to made on the next succeeding Banking Day andBusiness Day, with respect to payments and such extension of principaltime shall in such case be included in the computation of payment of interest or fee, interest thereon shall be payable at as the then applicable rate during such extensioncase may be. (c) All computations of Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due by the Borrower to any Bank hereunder that the Borrower shall not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest and Fees shall be made thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate computed on the basis of a year of three hundred and sixty (360) 360 days for the actual number of days (including elapsed, with respect to an amount due in Dollars, or the first Agent's cost of funds computed on the same basis as regular interest on loans Document #0021220 18 made hereunder in such Applicable Currency, with respect to an amount due in an Alternate Currency, and if such amount is not repaid by the end of the second day but excluding after the last day) occurring in date of the period for which such Agent's demand, the interest or Fees are payable. Each determination by Agent of an interest rate or Fee hereunder rates specified shall be conclusive increased by an additional 2% per annum on the third day after the date of the Agent's demand and binding absent manifest errorshall remain at such increased rate thereafter. (d) Prior Whenever any reference is made to the maturity any Bank's "ratable share" or "ratable portion" (or any similar reference) of the Loansany amount hereunder, all amounts received on any day by Agent in respect of principal of the Loans such share or portion shall be applied by Agent calculated to at least eight decimal places, rounding up or down, as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and payable on such day pursuant to Section 2.7; third, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loansappropriate. (e) Upon Except as provided in Sections 2.1(b)(iv), 2.2(b)(v), and 2.5(c), any amount payable under the maturity Credit Documents (including principal, interest, fees, and other amounts) which is not paid when due (whether at stated maturity, by acceleration, or otherwise) shall bear interest, to the extent permitted by law, from the date on which such amount became due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to the greater of (i) the sum of the Loans Base Rate in effect from time to time plus 2% per annum computed on the basis of a year of 365/366 days for the actual number of days elapsed, with respect to amounts due in Dollars, or (whether upon acceleration ii) the applicable Bank's cost of funds for the Applicable Currency plus 2% per annum computed on the same basis as regular interest on loans made hereunder in such Applicable Currency, with respect to principal and interest due on B Advances due in an Alternate Currency, and the Agent's cost of funds for the Applicable Currency plus 2% per annum computed on the same basis as regular interest on loans made hereunder in such Applicable Currency, with respect to all other amounts due in an Alternate Currency . (f) If any sum due from the Borrower under this Agreement or otherwise)any order or judgment given in relation hereto has to be converted from the currency (the "first currency") in which the same is payable hereunder or under such order or judgment into another currency (the "second currency") for the purpose of (i) making or filing a claim or proof against the Borrower with any governmental authority or in any court or tribunal or (ii) enforcing any order or judgment given in relation hereto, all amounts received by Agent hereunder the Borrower shall indemnify each of the Persons to whom such sum is due against any loss actually suffered as a result of any discrepancy between (a) the rate of exchange used when restating the amount in question from the first currency into the second currency and under (b) the other Loan Documents shall be disbursed by Agent as follows: firstrate or rates of exchange at which such Person, to Collateral Agent acting in accordance good faith in a commercially reasonable manner, purchased the first currency with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event second currency after receipt of Default or otherwise payable a sum paid to it in its capacity as Collateral Agent under the Loan Documents; secondsecond currency in satisfaction, to Agentin whole or in part, to reimburse Agent for all feesof any such order, costs and expenses reasonably incurred by it in connection with an Event of Defaultjudgment, claim, or otherwise payable proof. The foregoing indemnity shall constitute a separate obligation of the Borrower distinct from its other obligations hereunder and shall survive the giving or making of any judgment or order in relation to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount all or any of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purposeobligations.

Payments Etc. (a) Except as otherwise specifically provided herein, all All payments by Borrowers under this Agreement shall be pro rated among the Lenders in accordance with their Percentage and shall be made by Borrower, without defense, set-off setoff, or counterclaim counterclaim, to Agent not later than 1:00 p.m. 12:00 noon (Orlando Chicago time) on the date when due, it being expressly agreed due and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Office and any funds received by Agent will promptly after receipt such time shall, for all purposes of each such payment (and in any event by the close of business on the day on which such funds are received or this Agreement, be deemed to have been received) distribute funds in paid on the form received relating next succeeding Business Day. Agent shall thereafter cause to be distributed to the payment of (i) principal or interest on any Type of Loan to Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect on the Business Day when paid, in like funds, their Percentage of payments so received. In the event Agent fails to any Type of Commitment ratably cause such funds to Lenders with Commitments of the corresponding Type and (iii) any other amount payable be distributed to any Lender on the same Business Day when paid (or deemed paid) to Agent, Agent shall pay interest to such LenderLender on such amounts at the Federal Funds Rate. (b) Whenever any payment to be made hereunder or under any Note the Promissory Notes shall be stated to be due on a day that which is not a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day (unless an Interest Period expires on the next preceding Business Day pursuant to Section 2.6(c), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate Applicable Rate during such extension. (c) All computations of interest and Fees on the Loan shall be made on the basis of a year of three hundred and sixty (360) 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees fees are payable. Each determination by Agent of an interest rate or Fee hereunder shall shall, except for patent error, be conclusive final, conclusive, and binding absent manifest errorupon Borrower for all purposes. (d) Prior to the maturity occurrence of the Loansan Event of Default, all amounts received on any day by Agent in respect of principal of the Loans payments and prepayments under this Agreement shall be applied by Agent as follows: (a) first, to Agentfees, for its own accountexpenses, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal costs and other similar amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans then due and payable to Agent and the Lenders, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest on such day pursuant to Section 2.7; the outstanding balance of the Loan, (c) third, ratably to Lenders the payment of principal due in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth month in which the balancepayment or prepayment is made, if any, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of the Loan, which amount shall (provided that no be allocated pro rata amongst the Mortgaged Properties based upon the portion of the unpaid principal balance of the Loan attributable to each of the Mortgaged Properties, as determined by the Agent from time to time; provided, however, if the payment of the principal balance is made pursuant to a release of a Mortgaged Property pursuant to Section 9.1, the principal payment shall first be applied towards the outstanding principal balance of the Loan attributed to such Mortgaged Property by Agent at the time of payment and any excess shall be allocated pro rata amongst any remaining Mortgaged Properties based upon the portion of the unpaid principal balance of the Loan attributable to each of such Mortgaged Properties as determined by Agent. Any prepayment of the Loan shall not extend or postpone the Maturity Date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received payments may be applied by Agent to amounts owed hereunder and under the other Loan Documents in such order as Agent shall be disbursed by Agent as follows: firstdetermine, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purposesole discretion.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrowers Borrower under this Agreement (including any prepayments) shall be made without defense, set-off or counterclaim to Agent Lender not later than 1:00 p.m. (Orlando time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by AgentLender, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. Payments received via wire transfer before 5:00 p.m. (Orlando time) shall be treated as having been received by Lender on the same Banking Day as receipt of such funds if (i) Borrower has sufficiently identified to Lender the Advance and related Mortgage Loan to which such payment relates (by the last name(s) of each Obligor and loan number(s)) prior to 1:00 p.m. (Orlando time) on the next Banking Day after receipt of such funds and (ii) the transfer is actually confirmed by Lender as being credited to Lender's account with the Federal Reserve on the Banking Day of the receipt of such funds. Lender is authorized by Borrower to debit amounts on deposit in the Master Advance Account (or any of Borrower's other accounts maintained with Lender) for payment of interest and Fees when due. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender to such Lender. (b) Whenever any payment to be made hereunder or under any the Note shall be stated to be due on a day that is not a Banking Day, the due date thereof shall be extended to the next succeeding Banking Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Agent Lender of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the LoansObligations, all amounts received on any day by Agent Lender in respect of principal of the Loans Advances shall be applied by Agent Lender as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans Advances due and payable on such day pursuant to Section 2.7; third, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loanssecond, to prepay outstanding Loans Advances being prepaid on such day pursuant to Section 2.8; and fourth third the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent Lender to Borrowers Borrower by transfer to the Master Advance Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent Lender has not yet accelerated the maturity of the Obligations pursuant to Section 8.27.2, Agent Lender shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding LoansAdvances. (e) Upon the maturity of the Loans Line of Credit (whether upon maturity, acceleration or otherwise), all amounts received by Agent Lender hereunder and under the other Loan Documents shall be disbursed by Agent Lender as follows: first, to Collateral Agent in accordance with the amounts due to Collateral AgentLender, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent Lender for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenderssecond, to pay all accrued and unpaid interest on the Loans Line of Credit and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, third to repay all outstanding LoansAdvances under the Line of Credit; fifth, ratably to Lenders in accordance with their respective unpaid Obligationsfourth, to pay all remaining unpaid Obligations; and sixthfifth, to Borrowers Borrower by transfer to the Master Advance Account, or to such other account as Borrowers Borrower may direct in writing for such purpose.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (Orlando New York City time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension; provided that if the Agent receives the federal wire confirmation number with respect to such payment before 1:00 p.m. (New York City time) on the date when such payment is due, and the payment is actually received and credited for value to the appropriate account at Bankers Trust Company before the close of business on such due date, then the payment will be deemed to be made on such due date. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. The Agent will promptly after receipt of each such payment (and in any event by the close of business on the day on which such funds are received or deemed to have been received) distribute funds in the form received relating to the payment of (i) principal or interest on any Type of Loan to the Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect to any Type of Commitment ratably to the Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender to such Lender. (b) Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that is not a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Loans, all amounts received on any day by Agent in respect of principal of the Loans shall be applied by Agent as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and payable on such day pursuant to Section 2.7; third, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received by Agent hereunder and under the other Loan Documents shall be disbursed by Agent as follows: first, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purpose.next

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by Borrowers the Borrower to the Agent, the Co-Agent or the Banks under this Agreement, the Notes and the Depositary Agreement shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (Orlando time) New York City time on the date when duedue (and, it being expressly agreed and understood that if a payment is received made after 1:00 p.m. (Orlando time) by AgentNew York City time on such date, such payment will shall be deemed to have been made on the next succeeding Banking Day New York Business Day) and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars lawful money of the United States of America in immediately available funds at the Agent's Payment Office. Agent . (i) All such payments will promptly after receipt be made free and clear of, and without deduction or withholding for, any Taxes in respect of each such payment this Agreement, the Notes, the Depositary Agreement, or any payments of principal, interest, fees or other amounts payable hereunder or thereunder (and but excluding except as provided in paragraph (iii) hereof any event by the close of business Taxes imposed on the day overall net income of any Banks pursuant to the laws of the jurisdiction in which the principal executive office or Applicable Lending Office of such Bank is located). If any Taxes are so levied or imposed, the Borrower agrees (a) to pay the full amount of such Taxes and such additional amounts as may be necessary so that every net payment of all amounts due hereunder and under the Notes and the Depositary Agreement from the Borrower, after withholding or deduction for or on which account of any such funds are received Taxes (including additional sums payable under this Section), will not be less than the full amount provided for herein had no such deduction or deemed withholding been required, (b) to have been receivedmake such withholding or deduction and (c) distribute funds to pay the full amount deducted to the relevant authority in accordance with applicable law. The Borrower will furnish to the form received relating to Agent within 30 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower will indemnify and hold harmless each Bank upon written demand for the amount of any Taxes so levied or imposed and paid by such Bank and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by such Bank, or by the Agent on its behalf, absent manifest error, shall be final, conclusive and binding for all purposes. (ii) Each Bank that is organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia) agrees to furnish to the Borrower and the Agent, prior to the time it becomes a Bank hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 or any successor forms thereto (wherein such Bank claims entitlement to complete exemption from or reduced rate of U.S. Federal withholding tax on interest paid by the Borrower hereunder) and to provide to the Borrower and the Agent a new Form 4224 or Form 1001 or any successor forms thereto if any previously delivered form is found to be incomplete or incorrect in any material respect or upon the obsolescence or any previously delivered form; provided, however, that no Bank shall be required to furnish a form under this paragraph (ii) if it is not entitled to claim an exemption from or a reduced rate of withholding under applicable law. A Bank that is not entitled to claim an exemption from or a reduced rate of withholding under applicable law, promptly upon written request of the Borrower, shall so inform the Borrower in writing. (iii) The Borrower shall also reimburse each Bank, upon written request of such Bank, for Taxes imposed on the overall net income of such Bank or its Applicable Lending Office pursuant to the laws of the jurisdiction in which the principal executive office or Applicable Lending Office of such Bank is located as such Bank shall determine are payable by such Bank in respect of amounts paid by or on behalf of the Borrower to or on behalf of such Bank pursuant to paragraph (i) principal hereof. (iv) If any Taxes referred to in this Section have been levied or imposed so as to require withholdings or deductions by the Borrower and payment by the Borrower of additional amounts to any Banks as a result thereof, and so long as no Event of Default has occurred and is continuing, the Borrower may, in its discretion, at any time within sixty (60) days after the receipt of the certificate of such Bank (but subject to Section 3.01A(b) and 3.01A(c)): (a) (x) terminate such Bank's Revolving Credit Commitment or Commercial Paper Commitment, or both, and such Bank's entitlement to any fees accruing after such termination and (y) prepay such Bank's portion of the Series A Revolving Credit Loans or Series B Commercial Paper Loans and Series C Commercial Paper Loans (as the case may be), or both (plus all amounts payable hereunder to compensate such Bank for additional costs, reduction or payment with respect to the period prior to prepayment), together with accrued interest on the amount thereof through the date of such prepayment, or (b) provide a replacement for any Type of Loan to Lenders with Loans such Bank. Upon any exercise of the corresponding Type ratably rights described in clause (a) above, the Total Revolving Credit Commitment or the Total Commercial Paper Commitment, or both, and the Total Commitment shall be automatically and irrevocably reduced by the amount of the terminated Commitment. Any new bank provided by the Borrower shall be an Eligible Assignee, within the meaning specified in Section 15.04(b)(v), and the Bank being replaced shall assign its rights and obligations to such Eligible Assignee in accordance with the aggregate principal amount provisions of Section 15.04(a) through (e). Until any such replacement occurs, the Loans of such Type of such Lenders, (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (iii) any other amount payable to any Lender Borrower shall pay all additional amounts required under this Section to such LenderBank. The Borrower shall pay all reasonable costs and expenses of effecting such replacement. (bc) Whenever any payment to be made hereunder or under any Note the Notes shall be stated to be due on on, or any notice or request is required to be made not later than or on, a day that which is not a Banking Business Day, the due date thereof or deadline therefor shall be extended to the next succeeding Banking Business Day (except as otherwise provided in Section 3.05(ii)) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (c) All computations of interest and Fees shall be made on the basis of a year of three hundred and sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. Each determination by Agent of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Loans, all amounts received on any day by Agent in respect of principal of the Loans shall be applied by Agent as follows: first, to Agent, for its own account, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans due and payable on such day pursuant to Section 2.7; third, ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth the balance, if any, shall (provided that no Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received by Agent hereunder and under the other Loan Documents shall be disbursed by Agent as follows: first, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purpose.

Payments Etc. (a) Except as otherwise specifically provided herein, all All payments by Borrowers under this Agreement shall be pro rated among the Lenders in accordance with their Percentages and, shall be made by Borrower, without defense, set-off setoff, or counterclaim counterclaim, to Agent not later than 1:00 p.m. 12:00 noon (Orlando Chicago time) on the date when due, it being expressly agreed due and understood that if a payment is received after 1:00 p.m. (Orlando time) by Agent, such payment will be deemed to have been made on the next succeeding Banking Day and interest thereon shall be payable at the then applicable rate during such extension. All payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment Office. Office and any funds received by Agent will promptly after receipt such time shall, for all purposes of each such payment (and in any event by the close of business on the day on which such funds are received or this Agreement, be deemed to have been received) distribute funds in paid on the form received relating next succeeding Business Day. Agent shall thereafter cause to be distributed to the payment of (i) principal or interest on any Type of Loan to Lenders with Loans of the corresponding Type ratably in accordance with the aggregate principal amount of the Loans of such Type of such Lenders, (ii) Fees with respect on the Business Day when paid, in like funds their Percentage of payments so received. In the event Agent fails to any Type of Commitment ratably cause such funds to Lenders with Commitments of the corresponding Type and (iii) any other amount payable be distributed to any Lender on the same Business Day when paid (or deemed paid) to Agent, Agent shall pay interest to such LenderLender on such amounts at the Federal Funds Rate. (b) Whenever any payment to be made hereunder or under any Note the Promissory Notes shall be stated to be due on a day that which is not a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day (unless a Eurodollar Rate Interest Period expires on the next preceding Business Day pursuant to Section 2.7(c), in which case the due date shall be the next preceding Business Day) and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate Applicable Rate during such extension. (c) All computations of interest and Fees on the Advances shall be made on the basis of a year of three hundred and sixty (360) 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are is payable. Each determination by Agent of an interest rate or Fee fee hereunder shall shall, except for patent error, be conclusive final, conclusive, and binding absent manifest errorupon Borrower for all purposes. (d) Prior to the maturity occurrence of the Loansan Event of Default, all amounts received on any day by Agent in respect of principal of the Loans payments and prepayments under this Agreement shall be applied by Agent as follows: (a) first, to Agentfees, for its own accountexpenses, to repay the outstanding amount of Swing-Line Loans outstanding on such day; second, ratably to Lenders in accordance with the aggregate principal costs and other similar amounts of their respective outstanding Loans, to repay the aggregate principal amount of Loans then due and payable to Agent and the Lenders, including, without limitation any prepayment premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest on such day pursuant to Section 2.7; the outstanding Advances, (c) third, ratably to Lenders the payment of principal due in accordance with the aggregate principal amounts of their respective outstanding Loans, to prepay outstanding Loans being prepaid on such day pursuant to Section 2.8; and fourth month in which the balancepayment or prepayment is made, if any, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (e) fifth, to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and (f) last, to the unpaid principal balance of the outstanding Advances in the inverse order of maturity. Any prepayment of Advances shall (provided that no not extend or postpone the Maturity Date or reduce the amount of any subsequent monthly payment of principal and interest due hereunder. After an Event of Default of any type, or Potential Default relating to the nonpayment of an Obligation, has occurred and is continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of the Obligations pursuant to Section 8.2, Agent shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Loans. (e) Upon the maturity of the Loans (whether upon acceleration or otherwise), all amounts received payments may be applied by Agent to amounts owed hereunder and under the other Loan Documents in such order as Agent shall be disbursed by Agent as follows: firstdetermine, to Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and expenses reasonable incurred by it in connection with an Event of Default or otherwise payable to it in its capacity as Collateral Agent under the Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default, or otherwise payable to it in its capacity as Agent under the Loan Documents; third, ratably to Lenders in accordance with the amount of interest on the Loans and Fees due to such Lenders, to pay all accrued and unpaid interest on the Loans and Fees due hereunder; fourth ratably to Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; fifth, ratably to Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and sixth, to Borrowers by transfer to the Master Account, or to such other account as Borrowers may direct in writing for such purposesole discretion.