Common use of Payments Etc Clause in Contracts

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. (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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees ratably to the Lenders 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 Business Day, the due date thereof shall be extended to the next

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by The Borrower shall make each payment under the Borrowers under this Agreement shall Credit Documents to be made without defense, set-off or counterclaim by it not later than 12:00 P.M. (local time at the place of payment) on the day when due in the Applicable Currency to the Agent not later than 1:00 p.m. (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. (New York City time) by at the Agent, such payment will be deemed to have been made on the next succeeding Business 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 extension; provided that if currency in which 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 related Advance was made. The Applicable Currency 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 all other payments hereunder shall be made in U.S. Dollars in immediately available funds at the Payment OfficeDollars. The Agent will shall promptly after receipt of each such payment (and in any event by the close of business on the day on which such thereafter cause to be distributed like 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 Loan to the Lenders ratably in accordance with Banks for the aggregate principal amount account of the Loans of such Lenderstheir respective Applicable Lending Offices, (ii) Fees ratably and like funds relating to the Lenders and (iii) payment of 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 Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. (c) 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 thereof 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 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 360 days for the actual number of days elapsed, with respect to an amount due in Dollars, or the 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 after the date of the Agent's demand, the interest rates specified shall be extended increased by an additional 2% per annum on the third day after the date of the Agent's demand and shall remain at such increased rate thereafter. (d) Whenever any reference is made to any Bank's "ratable share" or "ratable portion" (or any similar reference) of any amount hereunder, such share or portion shall be calculated to at least eight decimal places, rounding up or down, as appropriate. (e) Except as provided in Sections 2.1(b)(iv), 2.2(b)(v), and 2.5(c), any amount payable under the 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 nextextent 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 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 (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 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, 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 (b) the rate or rates of exchange at which such Person, acting in good faith in a commercially reasonable manner, purchased the first currency with the second currency after receipt of a sum paid to it in the second currency in satisfaction, in whole or in part, of any such order, judgment, claim, or 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 all or any of such other obligations.

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. (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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees the Commitment Fee ratably to the Lenders 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 Business Day, the due date thereof shall be extended to the nextnext succeeding 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 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 is payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Loans (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 disbursed by the Agent as follows: first, 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 2.8; second, 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 2.9; 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, 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 not release any such amounts to the 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 Loans, in which case such amounts shall be applied in accordance with Section 2.11(e); and provided further, that if a Warehouse Event of Default has occurred and is continuing, notwithstanding the foregoing provisions of this Section 2.11(d), all amounts received by the Agent hereunder in respect of Eligible Servicing Receivables shall be paid by the Agent to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Warehouse Credit Agreement. (e) Upon the maturity of the Loans (whether upon acceleration, upon any date that the Commitments are terminated pursuant to Section 2.7, or otherwise), all amounts 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 it, to reimburse it 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 Lenders in accordance with the amount of interest due to each Lender, to pay all accrued and unpaid interest due hereunder; 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; 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 such 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 the Borrowers under this Agreement and the other Loan Documents shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. 10:00 A.M. (New York City timelocal time for the Agent) on the date when due, it being expressly agreed due and understood that if a payment is received after 1:00 p.m. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 its Principal Office. (i) All such payments shall be made free and clear of and without deduction or withholding for any Taxes in respect of this Agreement, the Payment OfficeNotes or other Loan Documents, or any payments of principal, interest, fees or other amounts payable hereunder or thereunder. 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 other loan documents, after withholding or deduction for or on account of any such taxes (including additional sums payable under this Section 2.13), will not be less than the full amount provided for herein had no such deduction or withholding been required, (B) to make such withholding or deduction, and (C) to pay the full amount elevant author) in accordance with applicable law. The Borrower will furnish deducted to the Agent will promptly and each Lender, within thirty (30) days 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 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 the Agent and each Lender and reimburse the Agent and each Lender upon written request for the amount of any Taxes paid by the Agent or Lender 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 Lender or the Agent, absent manifest error, shall be final, conclusive and binding for all purposes. In the event that the Agent or any Lender shall receive any refund or credit in respect of Taxes paid by the Borrower, the Agent or such Lender (as the case may be) shall promptly refund the resulting amount to the Borrower. (ii) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (including each Lender that becomes a party to this Agreement after the date hereof, if any) agrees that, prior to the first date on which any payment is due to it hereunder, it will deliver to the Borrower and the Agent (i) principal two duly completed copies of United States Internal Revenue Service Form 1001 or interest on Loan 4224 or successor applicable form, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and the Lenders ratably in accordance with the aggregate principal amount Notes payable to it, without deduction or withholding of the Loans of such Lendersany United States federal income taxes, and (ii) Fees ratably an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Lender which delivers to the Lenders Borrower and the Agent a Form 1001 or 4224 and Form W-8 and W-9 pursuant to the preceding sentence further undertakes to deliver to the Borrower and the Agent two further copies of the said letter and Form 1001 and 4224 and Form W-8 or W-9, or successor applicable forms, or other manner or certification, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to the Borrower, and such extensions or renewals thereof as may reasonably be requested by the Borrower. (iii) The Borrower shall also reimburse the Agent and each Lender, upon written request, for any other amount payable Taxes imposed (including, without limitation, Taxes imposed on the Agent or such Lender pursuant to any Lender to the laws of the jurisdictions with taxing authority over Agent or such Lender) as the Agent or such Lender shall determine are payable by the Agent or such Lender in respect of amounts paid by or on behalf of any Borrower to or on behalf of the Agent or such Lender pursuant to Section 2.13(b)(i). (bc) Whenever Subject to Section 2.7(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 Business Day, the due date thereof shall be extended to the nextBusiness Day immediately following such day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. (d) 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 (to the extent computed on the basis of days elapsed). Interest shall be calculated as to each respective Interest Period from and including the first day thereof to but excluding the last day thereof. Each determination by the Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes. (e) Payment by the Borrower to the Agent in accordance with the terms of this Agreement shall, as the Borrower, constitute payment to the Lenders under this Agreement.

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement (including payments with respect to Acceptance Obligations) shall be made without defense, set-off or counterclaim to the Agent not later than 1:00 p.m. (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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 ratably payments with respect to Acceptance Obligations to the Cash Collateral Account if the Acceptances to which the payment relates have not matured, to the Acceptance Agent if the Facility 1 Acceptances to which the payment relates have matured unless Bankers Trust has already made payment to the Acceptance Agent, and otherwise to Bankers Trust or to the Lenders entitled thereto if any Lender has reimbursed Banker's Trust for such Lender s obligation as an Acceptance Participant, (iii) Fees with respect to any Type of Commitment or with respect to any Acceptance Obligation ratably to Lenders with Commitments of the corresponding Type or to Acceptance Participants with a pro rata share of liability relating to Facility 1 Acceptances, as applicable and (iiiiv) 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 Business Day, the due date thereof shall be extended to the nextnext succeeding 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) Any payments received by Bankers Trust on account of Acceptance Obligations as a result of a mandatory repayment of such Acceptance Obligations under the Loan Documents prior to the maturity date of the Facility 1 Acceptance to which such Acceptance Obligations relate shall be held by Bankers Trust as collateral security for the Obligations, including the Acceptance Obligations, in a Cash Collateral Account pursuant to the Cash Collateral Agreement. (e) Acceptance Obligations (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a) or otherwise) or the occurrence and continuance of a Potential Default or an Event of Default, all amounts received on any day by the Agent hereunder in respect of principal of Facility 1 Loans or Swing- Line Loans or the Acceptance Obligations or under the Warehousing Security Agreement, including amounts received by the Agent from the Facility 1 Settlement Account, shall be applied by the Agent as follows: first, to Bankers Trust, to repay the aggregate principal amount of Swing-Line Loans outstanding on such day; second, to Bankers Trust to the extent of any amounts due and payable on account of matured Acceptance Obligations or otherwise payable pursuant to Section 2.8 on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); third, ratably to the Facility 1 Lenders in accordance with the aggregate principal amounts of their respective outstanding Facility 1 Loans to repay the aggregate principal amount of Facility 1 Loans due and payable on such day pursuant to Section 2.8; fourth, 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 2.9; and fifth, 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, but the Lenders have not accelerated the Facility 1 Loans, Swing-Line Loans, or the Acceptance Obligations hereunder, then the Agent shall not release any such amounts 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 or (y) the acceleration of the Facility 1 Loans, Swing-Line Loans, or the Acceptance Obligations and, if the event described in clause (x) occurs first, such amounts shall be released to the Borrowers as described above in this subsection (e), and if the event described in clause (y) occurs first, then such amounts shall be applied in accordance with Section 2.11(h). (f) Prior to 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), or the occurrence and continuance of a Potential Default or an Event of Default, all amounts received on any day by the Agent hereunder in respect of principal of Facility 2 Loans or under the Servicing Security Agreement in respect of the Collateral described therein or in respect of Eligible REO Property mortgaged to the Secured Parties, shall be applied 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; and third, 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 exists, but the Lenders have not accelerated the Facility 2 Loans hereunder, then the Agent shall not release any such amounts to the Borrowers and shall hold such sums in the Cash Collateral Account until the earlier of (x) the cure of any Potential Default or Event of Default or (y) the acceleration of the Facility 2 Loans, and if the event described in clause (x) occurs first, the amounts shall be released to the Borrowers as described in this subsection (f), and if the event described in clause (y) occurs first, then such amounts shall be applied in accordance with Section 2.11(i). (g) [Reserved] (h) Upon the maturity of the Facility 1 Loans and Facility 1 Acceptance Obligations (whether upon acceleration, upon any date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a) or otherwise), all amounts in the Facility 1 Settlement Account and all amounts received by the Agent from the Warehousing Collateral Agent under the Warehousing Security Agreement shall be disbursed by the Agent as follows: first, ratably to the Collateral Agents in accordance with the amounts due to them, to reimburse them for all fees, costs and expenses reasonably incurred by them in connection with a Potential Default or an Event of Default or otherwise payable to them in their capacities as Collateral Agents under the Loan Documents or otherwise payable to one or more of them under the Cash Collateral 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, to Bankers Trust to pay all amounts due on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); fifth, ratably to the Facility 1 Lenders in accordance with the amount of interest and Fees on the Facility 1 Loans due to such Lenders, to pay all accrued and unpaid interest on and Fees with respect to the Facility 1 Loans due hereunder; sixth, 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; seventh, 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; 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. (i) 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 from the Servicing Collateral Agent under the Servicing Security Agreement shall be disbursed by the Agent as follows: first, ratably to the Collateral Agents in accordance with the amounts due to them, to reimburse them for all fees, costs and expenses reasonably incurred by them in connection with a Potential Default or an Event of Default or otherwise payable to them in their capacities as Collateral Agents under the Loan Documents or otherwise payable to one or more of them under the Cash Collateral 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, to Bankers Trust to pay all amounts due on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); seventh, 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; 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. (j) [Reserved] (k) Upon the maturity of the Loans and all other Obligations pursuant to Section 6.1, all amounts in any account of the Borrower maintained with the Agent and all amounts (other than the amounts referred to in subsections (h) and (i) above) received by the Agent on account of the Obligations shall be disbursed by the Agent as follows: first, ratably to the Collateral Agents in accordance with the amounts due to them, to reimburse them for all fees, costs and expenses reasonably incurred by them in connection with a Potential Default or an Event of Default or otherwise payable to them in their capacities as Collateral Agents under the Loan Documents; 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, to Bankers Trust to pay all amounts due on account of Acceptance Obligations (and Bankers Trust shall distribute such payments in accordance with 2.11(a)(ii)); fifth, 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; sixth, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; seventh, ratably to the Lenders in accordance with their respective unpaid Obligations, to pay all remaining unpaid Obligations; and eighth, to the Borrowers by transfer to such account as the 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. (New York City Orlando time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (New York City Orlando time) by the Agent, such payment will be deemed to have been made on the next succeeding Business Banking 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 Lenders with Loans of the Lenders 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 Lenders 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 Business Banking Day, the due date thereof shall be extended to the nextnext 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. (ai) Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement Agreement, the Letter of Credit Agreement, and the other Credit Documents, other than the payments specified in Section 4.07(a)(ii) below, shall be made without defense, set-off or counterclaim to the Domestic Agent not later than 1:00 p.m. 11:00 A.M. (New York City 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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 its Payment Office. (ii) Except as otherwise specifically provided herein, all payments under this Agreement with respect to the Multicurrency Syndicated Loans, and all reimbursement payments and fees in respect of Multicurrency Letters of Credit, shall be made without defense, set-off or counterclaim to the Multicurrency Agent at the Payment Office. The Office of the Multicurrency Agent will promptly after receipt not later than 11:00 A.M. (the time of each such payment (the Multicurrency Agent's Correspondent) on the date when due 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 immediately available funds in the form received relating applicable Agreed Currency, or at any other location as the Multicurrency Agent may specify in writing to the Borrowers not later than Noon (Eastern time) on the Business Day prior to the Business Day such payment is due. All payments of principal and interest with respect to the Multicurrency Syndicated Loans, and all reimbursement payments and fees in respect of Multicurrency Letters of Credit, shall be made in the Agreed Currency in which the related Borrowing was made or Multicurrency Letter of Credit was issued. (i) principal Any and all payments by the Borrowers under this Agreement, the Notes, the Letter of Credit Agreement and the other Credit Documents shall be made free and clear of and without deduction for any and all present or interest future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, taxes imposed on Loan to or measured by its net income, and franchise taxes and branch profit taxes imposed on it (A) by the Lenders ratably jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in accordance with the aggregate principal amount case of each Lender, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the Loans jurisdiction of such LendersLender's appropriate Lending Office or any political subdivision thereof, (ii) Fees ratably to the Lenders 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 any Borrower hereunder, other than the United States of America, the United Kingdom, or The Netherlands 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 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 57 liabilities being collectively referred to in this Section 4.07(b) as "Taxes"). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note or the Letter of Credit Agreement to any Lender, (x) the sum so payable shall be stated increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to Taxes owed by such Lender on the Gross-up Amount payable under this Section 4.07(b)(i)) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (y) such Borrower shall make such deductions, and (z) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (ii) Each Borrower 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 4.07(b)(i) or on the indemnification payments made by a Borrower under this Section 4.07(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 any Borrower's payment of Taxes, such Borrower 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 W-8ECI or any successor thereto ("Form W-8ECI"), and/or (2) for each Lending Office located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue Service Form W-8BEN or any successor thereto ("Form W-8BEN"); in each case indicating that such Lender, on the date of delivery thereof, is entitled to receive payments of principal, interest and fees for the account of such Lending Office under this Agreement, the Notes, and the Letter of Credit Agreement free 58 from withholding of United States Federal income tax; provided that if the Form W-8ECI or Form W-8BEN, as the case may be, supplied by a Lender fails to establish a complete exemption from United States withholding tax as of the date such Lender becomes a Lender, such Lender shall, within 15 days after a written request from Interface, deliver 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 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 changed or additional Applicable Lending Office located in the United States of America, three (3) accurate and complete signed originals of Form W-8ECI; or (2) otherwise, three (3) accurate and complete signed originals of Form W-8BEN; 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, the Notes, and the Letter of Credit Agreement free from withholding of United States Federal income tax. (v) Each Lender hereby agrees that: (A) it shall, prior to the time it becomes a Lender hereunder, deliver to Interface with respect to each of its Lending Offices, duly completed forms, or other evidence reasonably satisfactory to Interface, establishing that such Lender, on the date of delivery thereof, is entitled to receive (i) payments of principal, interest and fees for the account of such Lending Office under this Agreement, the Notes and the Letter of Credit Agreement without deduction and free from withholding of any income taxes imposed by The Netherlands, and (ii) payments of fees for the account of such Lending Office under this Agreement and the Letter of Credit Agreement without deduction and free from withholding of any income taxes imposed by the United Kingdom; provided that if the forms or other evidence supplied by the Lender fail to establish such a complete exemption from withholding tax of The Netherlands, or such a complete exemption from withholding tax of the United Kingdom with respect to payment of fees hereunder, as of the date such Lender becomes a Lender, such Lender shall, within fifteen (15) days after a written request from Interface, deliver to Interface the forms or other documents necessary to establish such complete exemption from withholding tax as of such date; (B) it shall, as soon as practicable after the date of this Agreement, file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the United Kingdom Inland Revenue establishing that such Lender, on the date of delivery thereof, is entitled to receive payments of principal and interest for the account of its Lending Office under this Agreement, the Notes and the Letter of Credit Agreement without deduction and free from withholding of any income taxes imposed by the United Kingdom; provided that if the forms supplied by the Lender fail to establish a complete exemption from withholding tax of the United Kingdom as of the date of delivery thereof, such Lender shall, within fifteen (15) days after a written request from Interface, deliver to Interface the forms or other evidence reasonably satisfactory to Interface to establish a complete exemption from withholding tax of the United Kingdom as of such date; and (C) if at any time the Lender changes its Lending Office or selects an additional Lending Office, it shall, at the 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, such additional duly completed forms establishing 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 free from withholding of United Kingdom or The Netherlands income tax (to the extent such forms are required under the laws of the relevant jurisdiction to establish such exemption). (vi) In addition to the documents to be due furnished pursuant to Section 4.07(b)(iv) and (v), each Lender shall, promptly upon the reasonable written request of Interface to that effect, deliver to Interface such other accurate and complete forms or similar documentation as such Lender is legally able to provide and as may be 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 a day that is not a Business Daypayments under this Agreement, the due date thereof Notes, or the Letter of Credit Agreement. Each Lender furnishing forms to Interface pursuant to the requirements of Section 4.07(b)(iv) and (v), and this clause (vi), shall furnish copies of such forms to the Appropriate Co-Agent at the same time delivery of such forms is made to Interface. (vii) No Borrower shall be extended required to pay any amounts pursuant to Section 4.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United States withholding taxes payable hereunder (and a Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the nextUnited 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 4.07(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 payment of such sum by any Borrower 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. (viii) No Borrower shall be required to pay any amounts pursuant to Section 4.07(b)(i) or (ii) to any Lender for the account of any Lending Office of such Lender in respect of any United Kingdom or The Netherlands withholding taxes payable hereunder (and a Borrower, if required by law to do so, shall be entitled to withhold such amounts and pay such amounts to the governments of the United Kingdom or The Netherlands, as the case may be) 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 4.07(b)(v), and such Lender shall not be entitled to exemption from deduction or withholding of United Kingdom or The Netherlands income tax in respect of the payment of such sum by any Borrower hereunder for the account of such Lending Office for, in each case, any reason other than a change in United Kingdom or The Netherlands 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. (ix) Within sixty (60) days of the written request of Interface, each Lender shall execute and deliver such certificates, forms 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. (x) Each Lender shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by Borrowers pursuant to this Section 4.07(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 binding and conclusive on all parties hereto. (xi) To the extent that the payment of any Lender's Taxes by any Borrower gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Lender in any jurisdiction other than the jurisdiction which imposed such Taxes, such Lender shall pay to such Borrower the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to such Borrower 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 by such Lender to such Borrower 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; provided, however, if at any time thereafter such Lender is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Borrower shall promptly, after notice thereof from such Lender, repay to Lender the amount of such Tax Benefit previously paid to the Borrower and rescinded, disallowed or nullified. For purposes of this section, "Tax Benefit" shall mean the amount by which any Lender's income tax liability for the taxable period in question is reduced below what would have been payable had the Borrower not been required to pay the Lender's Taxes. In case of any dispute with respect to the amount of any payment the Borrowers shall have no right to any offset or withholding of payments with respect to future payments due to any Lender under this Agreement, the Notes, or the Letter of Credit Agreement. (xii) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the B

Payments Etc. (a) Except as otherwise specifically provided herein, all payments by the Borrowers Borrower under this Agreement (including any prepayments) shall be made without defense, set-off or counterclaim to the Agent Lender not later than 1:00 p.m. (New York City Orlando time) on the date when due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (New York City Orlando time) by the AgentLender, such payment will be deemed to have been made on the next succeeding Business Banking Day and interest thereon shall be payable at the then applicable rate during such extension; provided that . 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 Agent receives the federal wire confirmation number with respect Advance and related Mortgage Loan to which such payment before relates (by the last name(s) of each Obligor and loan number(s)) prior to 1:00 p.m. (New York City Orlando time) on the date when next Banking Day after receipt of such payment is due, funds and (ii) the payment transfer is actually received 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 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 dateFees when due. 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 Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees ratably to the Lenders 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 Business Banking Day, the due date thereof shall be extended to the nextnext 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 Lender of an interest rate or Fee hereunder shall be conclusive and binding absent manifest error. (d) Prior to the maturity of the Obligations, all amounts received on any day by Lender in respect of principal of the Advances shall be applied by Lender as follows: first, to repay the aggregate principal amount of Advances due and payable on such day pursuant to Section 2.7; second, to prepay outstanding Advances being prepaid on such day pursuant to Section 2.8; and 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 Lender to Borrower by transfer to the Master Advance Account. If any Event of Default or any such Potential Default has occurred and is continuing, but Lender has not yet accelerated the maturity of the Obligations pursuant to Section 7.2, Lender shall apply all amounts remaining after making the applications required by clauses first, second and third above to the repayment of outstanding Advances. (e) Upon the maturity of the Line of Credit (whether upon maturity, acceleration or otherwise), all amounts received by Lender hereunder and under the other Loan Documents shall be disbursed by Lender as follows: first, to Lender, to reimburse Lender for all fees, costs and expenses reasonably incurred by it in connection with an Event of Default; second, to pay all accrued and unpaid interest on the Line of Credit and Fees due hereunder; third to repay all outstanding Advances under the Line of Credit; fourth, to pay all remaining unpaid Obligations; and fifth, to Borrower by transfer to the Master Advance Account, or to such other account as Borrower may direct in writing for such purpose.

Payments Etc. (a) Except as otherwise specifically provided herein, all All payments by the 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 the Agent not later than 1:00 p.m. 12:00 noon (New York City 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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 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 Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees ratably on the Business Day when paid, in like funds their Percentage of payments so received. In the event Agent fails to the Lenders and (iii) any other amount payable cause such funds to 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 Business Day, the due date thereof shall be extended to the nextnext succeeding 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 Applicable Rate during such extension. (c) All computations of interest on the Advances and fees due under Sections 2.19(b) and (c) shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by Agent of an interest rate or fee hereunder shall, except for patent error, be final, conclusive, and binding upon Borrower for all purposes. (d) Prior to the occurrence of an Event of Default, all payments and prepayments under this Agreement shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts 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 the outstanding Advances, (c) third, to the payment of principal due in the month in which the payment 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 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 has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under the Loan Documents in such order as Agent shall determine, in its sole discretion.

Payments Etc. (a) Except as otherwise specifically provided herein, all All payments by the 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 the Agent not later than 1:00 p.m. 12:00 noon (New York City 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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 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 Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees ratably on the Business Day when paid, in like funds their Percentage of payments so received. In the event Agent fails to the Lenders and (iii) any other amount payable cause such funds to 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 Business Day, the due date thereof shall be extended to the nextnext succeeding 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 Applicable Rate during such extension. (c) All computations of interest on the Advances shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by Agent of an interest rate or fee hereunder shall, except for patent error, be final, conclusive, and binding upon Borrower for all purposes. (d) Prior to the occurrence of an Event of Default, all payments and prepayments under this Agreement shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts 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 the outstanding Advances, (c) third, to the payment of principal due in the month in which the payment 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 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 has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under the Loan Documents in such order as Agent shall determine, in its sole discretion.

Payments Etc. (a) Except as otherwise specifically provided herein, all All payments by the 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 the Agent not later than 1:00 p.m. 12:00 noon (New York City 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. (New York City time) by the Agent, such payment will be deemed to have been made on the next succeeding 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 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 Loan to the Lenders ratably in accordance with the aggregate principal amount of the Loans of such Lenders, (ii) Fees ratably on the Business Day when paid, in like funds, their Percentage of payments so received. In the event Agent fails to the Lenders and (iii) any other amount payable cause such funds to 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 Business Day, the due date thereof shall be extended to the nextnext succeeding 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 Applicable Rate during such extension. (c) All computations of interest on the Loan shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by Agent of an interest rate hereunder shall, except for patent error, be final, conclusive, and binding upon Borrower for all purposes. (d) Prior to the occurrence of an Event of Default, all payments and prepayments under this Agreement shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts 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 the outstanding balance of the Loan, (c) third, to the payment of principal due in the month in which the payment 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 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 has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under the Loan Documents in such order as Agent shall determine, in its sole discretion.