Common use of Payments Etc Clause in Contracts

Payments Etc. (a) The Borrower shall make each payment under the Credit Documents to be made 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 at the Agent's applicable Payment Office in immediately available funds. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other payments hereunder shall be Dollars. The Agent shall promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)) to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank 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 under the Credit Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of 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 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 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 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 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) The Borrower Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall make each 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 under is received after 1:00 p.m. (New York City time) by the Credit Documents 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 before the close of business on such due date, then the payment will be deemed to be made by it not later than 12:00 P.M. (local time at the place of payment) on the day when such due in the Applicable Currency to the Agent at the Agent's applicable Payment Office in immediately available fundsdate. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other All payments hereunder shall be Dollarsmade in U.S. Dollars in immediately available funds at the Payment Office. The Agent shall will promptly thereafter cause 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 be distributed like have been received) distribute funds in the form received relating to the payment of principal(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, interest or fees ratably (ii) Fees (other than amounts payable pursuant to the agency fee set forth in Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b2.10(b)) with respect to any Type of Commitment ratably to Lenders with Commitments of the Banks for the account of their respective Applicable Lending Officescorresponding Type, and like funds relating to the payment of (iii) any other amount payable to any Bank Lender to such Bank 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 suchLender. (b) Whenever any payment to be made hereunder or under the Credit Documents any Note shall be stated to be due on a day other than that is not a Business Day, such payment the due date thereof shall be made on extended to the next succeeding Business DayDay and, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beextension. (c) Unless the Agent All computations of interest and Fees 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 be 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 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 three hundred and sixty (360) days for the actual number of days elapsed, with respect to an amount due (including the first day but excluding the last day) occurring in Dollars, the period for which such interest 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 Fees are payable. Each determination by the end Agent of the second day after the date of the Agent's demand, the an interest rates specified rate or Fee hereunder shall be increased by an additional 2% per annum on the third day after the date of the Agent's demand conclusive and shall remain at such increased rate thereafterbinding absent manifest error. (d) Whenever Prior to the maturity of the Facility 1 Loans and Swing-Line Loans (whether upon acceleration, upon any reference is made date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a), or otherwise), all amounts received on any Bank's "ratable share" day by the Agent hereunder in respect of principal of Facility 1 Loans or "ratable portion" (Swing-Line Loans or any similar reference) under the 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 any amount hereunderthe Servicing Collateral, such share or portion shall be calculated disbursed by the Agent as follows: first, to at least eight decimal placesBankers Trust, rounding up to repay the 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 Facility 1 Loans to repay the aggregate principal amount of Facility 1 Loans due and payable on such day pursuant to Section 2.8; 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 2.9; 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 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 downan Event of Default has occurred and is continuing, then the Agent shall not 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 appropriatedescribed 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) Except as provided in Sections 2.1(b)(iv), 2.2(b)(v), and 2.5(c), any amount payable under Prior to the Credit Documents (including principal, interest, fees, and other amounts) which is not paid when due maturity of the Facility 2 Loans (whether at stated maturityupon acceleration, by accelerationupon any date that the Facility 2 Commitments are terminated pursuant to Section 2.7(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 bear interestbe 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 extent permitted 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 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 Agent to the greater 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 Servicing Agent or to the Borrowers and shall hold such sums as cash collateral until the earlier of (ix) the sum cure of any Potential Default or Event of Default, in which case such amounts shall be released to the Base Rate Servicing Agent or to the Borrowers as described 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 Dollarsthis subsection (e), or (iiy) the applicable Bank's cost acceleration of funds for the Applicable Currency plus 2% per annum computed on the same basis as regular interest on loans made hereunder Facility 2 Loans, in which case such Applicable Currency, amounts shall be disbursed in accordance 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 Section 2.11(h). (f) If Upon the maturity of the Facility 1 Loans (whether upon acceleration, upon any sum due date that the Facility 1 Commitments are terminated pursuant to Section 2.7(a), or otherwise), all amounts received by the Agent hereunder in respect of principal of Facility 1 Loans or Swing-Line Loans or under the Collateral Agreements, including amounts received by the Agent from the Borrower under this Agreement or any order or judgment given in relation hereto has to be converted Facility 1 Settlement Account, and all amounts received from the currency (the "first currency") Servicing Agent 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 respect of the Persons Servicing Collateral, shall be disbursed by the Agent as follows: first, 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 Collateral Agent 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 accordance with the second currency after receipt 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 a sum paid Default or otherwise payable to it in its capacity as Collateral Agent under the second currency Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in satisfactionconnection with a Potential Default or an Event of Default, or otherwise payable to it in whole 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 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 partrespect 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 such order, judgment, claimdate that the Commitments are terminated pursuant to Section 2.7, or proof. The foregoing indemnity shall constitute a separate obligation otherwise), all amounts in any account of the Borrower distinct from 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 other obligations hereunder capacity as Collateral Agent under the Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and shall survive 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 giving or making Loan Documents; third, to Bankers Trust to pay all accrued and unpaid interest on the Swing-Line Loans and to repay the principal of any judgment or order all outstanding Swing-Line Loans; fourth, ratably to the Lenders in relation accordance with the amount of interest and Fees due to each Lender, to pay all or any accrued and unpaid interest and Fees due hereunder; fifth, ratably to the Lenders in accordance with the aggregate principal amounts of their respective outstanding Loans, to repay all outstanding Loans; sixth, 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 is 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 such other obligationsaccount as the Borrowers may direct in writing for such purpose.

Payments Etc. (a) The Borrower Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall make each 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 under is received after 1:00 p.m. (New York City time) by the Credit Documents 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 by it not later than 12:00 P.M. (local time at the place of payment) on the day when such due in the Applicable Currency to the Agent at the Agent's applicable Payment Office in immediately available fundsdate. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other All payments hereunder shall be Dollarsmade in U.S. Dollars in immediately available funds at the Payment Office. The Agent shall will promptly thereafter cause 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 be distributed like have been received) distribute funds in the form received relating to the payment of principal, (i) principal or interest or fees ratably (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)) on Loan to the Banks for Lenders ratably in accordance with the account aggregate principal amount of their respective Applicable Lending Officesthe Loans of such Lenders, and like funds relating (ii) the Commitment Fee ratably to the payment of Lenders and (iii) any other amount payable to any Bank Lender to such Bank 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 suchLender. (b) Whenever any payment to be made hereunder or under the Credit Documents any Note shall be stated to be due on a day other than that is not a Business Day, such payment the due date thereof shall be made on extended to the next succeeding Business DayDay and, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beextension. (c) Unless the Agent All computations of interest 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 be 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 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 three hundred and sixty (360) days for the actual number of days elapsed, with respect to an amount due (including the first day but excluding the last day) occurring in Dollars, or the Agent's cost of funds computed on the same basis as regular period for which such 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 payable. Each determination by the end Agent of the second day after the date of the Agent's demand, the an interest rates specified rate hereunder shall be increased by an additional 2% per annum on the third day after the date of the Agent's demand conclusive and shall remain at such increased rate thereafterbinding absent manifest error. (d) Whenever Prior to the maturity of the Loans (whether upon acceleration, upon any reference 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 made 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 Bank's "ratable share" such amounts to the Warehouse Agent or "ratable portion" to the Borrowers until the earlier of (or any similar referencex) the cure of any amount hereunderPotential Default or Event of Default, in which case such share or portion amounts shall be calculated released to at least eight decimal placesthe Warehouse Agent or to the Borrowers as described in this subsection (d), rounding up or down(y) the acceleration of the Loans, as appropriatein 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) Except as provided in Sections 2.1(b)(iv), 2.2(b)(v), and 2.5(c), any amount payable under Upon the Credit Documents (including principal, interest, fees, and other amounts) which is not paid when due maturity of the Loans (whether at stated maturityupon acceleration, by accelerationupon 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 bear interestbe disbursed by the Agent as follows: first, to the extent permitted by law, from Collateral Agent in accordance with 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 to it, to reimburse it for all fees, costs and expenses reasonably incurred by it in Dollars, connection with a Potential Default or (ii) the applicable Bank's cost an Event 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 Default or any order or judgment given in relation hereto has to be converted from the currency (the "first currency") in which the same is otherwise 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 its capacity as Collateral Agent under the second currency Security Agreement; second, to the Agent, to reimburse the Agent for all fees, costs and expenses reasonably incurred by it in satisfactionconnection 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 whole or 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 partaccordance 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 any such orderDefault has occurred and is continuing, judgment, claim, or proof. The foregoing indemnity shall constitute a separate obligation to the Warehouse Agent to be disbursed in accordance with Section 2.11 of the Borrower distinct from its other obligations 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 shall survive second above have been made, be paid by the giving or making Agent to the Warehouse Agent to be disbursed in accordance with Section 2.11 of any judgment or order in relation to all or any of such other obligationsthe Warehouse Credit Agreement.

Payments Etc. (a) The Except as otherwise specifically provided herein, all payments by Borrower under this Agreement (including any prepayments) shall make each payment under the Credit Documents to be made by it without defense, set-off or counterclaim to Lender not later than 12:00 P.M. 1:00 p.m. (local time at the place of paymentOrlando time) on the day date when due due, it being expressly agreed and understood that if a payment is received after 1:00 p.m. (Orlando time) by Lender, 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 Applicable Currency to the Agent at the AgentMaster Advance Account (or any of Borrower's applicable Payment Office in immediately available fundsother accounts maintained with Lender) for payment of interest and Fees when due. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other All payments hereunder shall be Dollars. The Agent shall promptly thereafter cause to be distributed like made in U.S. Dollars in immediately available funds relating to at the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)) to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Payment 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 the Credit Documents Note shall be stated to be due on a day other than that is not a Business Banking Day, such payment the due date thereof shall be made on extended to the next succeeding Business DayBanking Day and, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beextension. (c) Unless the Agent All computations of interest and Fees 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 be 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 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 three hundred and sixty (360) days for the actual number of days elapsed, with respect to (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 amount due in Dollars, interest rate or the Agent's cost of funds computed on the same basis as regular interest on loans Document #0021220 18 made Fee 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 increased by an additional 2% per annum on the third day after the date of the Agent's demand conclusive and shall remain at such increased rate thereafterbinding absent manifest error. (d) Whenever Prior to the maturity of the Obligations, all amounts received on any reference 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 made continuing) be released by Lender to Borrower by transfer to the Master Advance Account. If any Bank's "ratable share" or "ratable portion" (Event of Default or any similar reference) such Potential Default has occurred and is continuing, but Lender has not yet accelerated the maturity of any amount hereunderthe Obligations pursuant to Section 7.2, such share or portion Lender shall be calculated apply all amounts remaining after making the applications required by clauses first, second and third above to at least eight decimal places, rounding up or down, as appropriatethe repayment of outstanding Advances. (e) Except as provided in Sections 2.1(b)(ivUpon the maturity of the Line of Credit (whether upon maturity, acceleration or otherwise), 2.2(b)(v), all amounts received by Lender hereunder and 2.5(c), any amount payable under the Credit other Loan Documents (including principalshall be disbursed by Lender as follows: first, interestto Lender, to reimburse Lender for all fees, costs and other amounts) which is not paid when 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 (whether at stated maturityhereunder; third to repay all outstanding Advances under the Line of Credit; fourth, to pay all remaining unpaid Obligations; and fifth, to Borrower by accelerationtransfer to the Master Advance Account, 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 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 obligationsaccount as Borrower may direct in writing for such purpose.

Payments Etc. (a) The Borrower All payments under this Agreement shall make each payment under be pro rated among the Credit Documents to Lenders in accordance with their Percentage and shall be made by it Borrower, without defense, setoff, or counterclaim, to Agent not later than 12:00 P.M. noon (local time at the place of paymentChicago time) on the day date when due and shall be made in the Applicable Currency to the Agent at the Agent's applicable Payment Office Dollars in immediately available funds. The Applicable Currency for principal funds at the Payment Office and interest payments shall be the currency in which the related Advance was made. The Applicable Currency any funds received by Agent after such time shall, for all other payments hereunder shall purposes of this Agreement, be Dollarsdeemed to have been paid on the next succeeding Business Day. The Agent shall promptly thereafter cause to be distributed like funds relating to the payment Lenders, on the Business Day when paid, in like funds, their Percentage of principal, interest payments so received. In the event Agent fails to cause such funds to be distributed to any Lender on the same Business Day when paid (or fees ratably (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)deemed paid) to the Banks for the account of their respective Applicable Lending OfficesAgent, and like funds relating to the payment of any other amount payable to any Bank Agent shall pay interest to such Bank for Lender on such amounts at 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 suchFederal Funds Rate. (b) Whenever any payment to be made hereunder or under the Credit Documents Promissory Notes shall be stated to be due on a day other than which is not a Business Day, such payment the due date thereof shall be made on extended to the next 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, and with respect to payments of principal, interest thereon shall be payable at the Applicable Rate during such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beextension. (c) Unless All computations of interest on the Agent Loan 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 be 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 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(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, with respect to an amount due in Dollarsexcept for patent error, 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 Currencybe final, with respect to an amount due in an Alternate Currencyconclusive, 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 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 thereafterbinding upon Borrower for all purposes. (d) Whenever 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 reference 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 made, if any, (d) fourth, to any Bank's "ratable share" escrows, impounds or "ratable portion" (or any similar reference) of any amount hereunderother amounts which may then be due and payable under the Loan Documents, 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)fifth, 2.2(b)(v)to any other amounts then due Agent and/or Lenders hereunder or under any of the Loan Documents, and 2.5(c), any amount payable under the Credit Documents (including principal, interest, fees, and other amountsf) which is not paid when due (whether at stated maturity, by acceleration, or otherwise) shall bear interestlast, 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 unpaid principal balance of the Base Rate in effect 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 plus 2% per annum computed on time; provided, however, if the basis payment of the principal balance is made pursuant to a release of a year Mortgaged Property pursuant to Section 9.1, the principal payment shall first be applied towards the outstanding principal balance of 365/366 days for the actual number Loan attributed to such Mortgaged Property by Agent at the time of days elapsed, with respect 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 amounts due in Dollars, each of such Mortgaged Properties as determined by Agent. Any prepayment of the Loan shall not extend or (ii) postpone the applicable Bank's cost Maturity Date or reduce the amount 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 any subsequent monthly payment of principal and interest due on B Advances due in hereunder. After an Alternate CurrencyEvent of Default has occurred and is continuing, payments may be applied by Agent to amounts owed hereunder and under 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 Loan Documents 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 as Agent 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 satisfactiondetermine, 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 obligationssole discretion.

Payments Etc. (a) The Borrower Except as otherwise specifically provided herein, all payments by the Borrowers under this Agreement shall make each 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 under is received after 1:00 p.m. (New York City time) by the Credit Documents 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 by it not later than 12:00 P.M. (local time at the place of payment) on the day when such due in the Applicable Currency to the Agent at the Agent's applicable Payment Office in immediately available fundsdate. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other All payments hereunder shall be Dollarsmade in U.S. Dollars in immediately available funds at the Payment Office. The Agent shall will promptly thereafter cause 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 be distributed like have been received) distribute funds in the form received relating to the payment of principal, (i) principal or interest or fees ratably (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)) on Loan to the Banks for Lenders ratably in accordance with the account aggregate principal amount of their respective Applicable Lending Officesthe Loans of such Lenders, and like funds relating (ii) Fees ratably to the payment of Lenders and (iii) any other amount payable to any Bank Lender to such Bank 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 suchLender. (b) Whenever any payment to be made hereunder or under the Credit Documents any Note shall be stated to be due on a day other than that is not a Business Day, such payment the due date thereof 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 extended 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 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 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 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 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.next

Payments Etc. (a) The Borrower Except as otherwise specifically provided herein, all payments by Borrowers under this Agreement shall make each payment under the Credit Documents to be made by it without defense, set-off or counterclaim to Agent not later than 12:00 P.M. 1:00 p.m. (local time at the place of paymentOrlando time) on the day date when due in 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 Applicable Currency to the Agent next succeeding Banking Day and interest thereon shall be payable at the Agent's then applicable Payment Office in immediately available fundsrate during such extension. The Applicable Currency for principal and interest payments shall be the currency in which the related Advance was made. The Applicable Currency for all other All payments hereunder shall be Dollarsmade in U.S. Dollars in immediately available funds at the Payment Office. The Agent shall will promptly thereafter cause 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 be distributed like have been received) distribute funds in the form received relating to the payment of principal(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, interest or fees (ii) Fees with respect to any Type of Commitment ratably to Lenders with Commitments of the corresponding Type and (other than amounts payable pursuant to Section 2.2, 2.4(b), 2.8, 2.9, 2.10, 2.11, or 2.14(b)iii) to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank Lender to such Bank 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 suchLender. (b) Whenever any payment to be made hereunder or under the Credit Documents any Note shall be stated to be due on a day other than that is not a Business Banking Day, such payment the due date thereof shall be made on extended to the next succeeding Business DayBanking Day and, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may beextension. (c) Unless the Agent All computations of interest and Fees 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 be 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 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 three hundred and sixty (360) days for the actual number of days elapsed, with respect to (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 amount due in Dollars, interest rate or the Agent's cost of funds computed on the same basis as regular interest on loans Document #0021220 18 made Fee 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 increased by an additional 2% per annum on the third day after the date of the Agent's demand conclusive and shall remain at such increased rate thereafterbinding absent manifest error. (d) Whenever Prior to the maturity of the Loans, all amounts received on any reference 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 made continuing) be released by Agent to Borrowers by transfer to the Master Account. If any Bank's "ratable share" or "ratable portion" (Event of Default or any similar reference) such Potential Default has occurred and is continuing, but Agent has not yet accelerated the maturity of any amount hereunderthe Obligations pursuant to Section 8.2, such share or portion Agent shall be calculated apply all amounts remaining after making the applications required by clauses first, second and third above to at least eight decimal places, rounding up or down, as appropriatethe repayment of outstanding Loans. (e) Except as provided in Sections 2.1(b)(ivUpon the maturity of the Loans (whether upon acceleration or otherwise), 2.2(b)(v), all amounts received by Agent hereunder and 2.5(c), any amount payable under the Credit other Loan Documents (including principalshall be disbursed by Agent as follows: first, interestto Collateral Agent in accordance with the amounts due to Collateral Agent, to reimburse it for all fees, costs and other amounts) which is not paid when due (whether at stated maturity, expenses reasonable incurred by acceleration, it in connection with an Event of Default 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, otherwise 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 its capacity as Collateral Agent under the second currency Loan Documents; second, to Agent, to reimburse Agent for all fees, costs and expenses reasonably incurred by it in satisfaction, in whole or in part, connection with an Event of any such order, judgment, claimDefault, or proof. The foregoing indemnity shall constitute a separate obligation 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 Borrower distinct from its other obligations hereunder Loans and shall survive Fees due to such Lenders, to pay all accrued and unpaid interest on the giving 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 making of any judgment or order in relation to all or any of such other obligationsaccount as Borrowers may direct in writing for such purpose.