Common use of Payments Generally Clause in Contracts

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Unless otherwise specified herein, each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City timeLocal Time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the applicable Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document of (i) principal and interest in respect of any Loan and LC Disbursements and participation fees in respect of Letters of Credit shall be made in U.S. dollars. For the avoidance currency in which such Loan or Letter of doubtCredit, notwithstanding respectively, is denominated and (ii) any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor amount shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsmade in dollars.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees Fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its payment account, except (i) payments to be made directly to the Issuing Bank as expressly provided herein and except that herein, (ii) payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and (iii) payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 677 Washington Boulevard, Stamford, Connecticut, except payments to be made directly to the Issuing Bank bx xxxx xxxxxxxx xx xxx Xxxxxxx Xxxx xx Xxxxxxxxe Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The applicable Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, Section 2.13, 2.15 2.14, 2.18 or 10.0314.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, with respect to US Borrowings, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative AgentAgent or the Canadian Lender, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) with respect to US Borrowings, to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Stamford, Connecticut, except payments to be made directly to the Issuing Bank any Swingline Lender as expressly provided herein and (ii) with respect to Canadian Borrowings, by deposit or transfer thereof to the accounts of the Canadian Lender maintained at the Canadian Lender’s Branch and designated by the Canadian Lender for such purpose or at such other place as Canadian Borrower and the Canadian Lender may from time to time agree, except that payments pursuant to Sections 2.12, Section 2.13, 2.15 2.14, 2.18 and 10.03 14.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person US Lender Party to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments of principal and interest under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any currency in which the Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsoutstanding.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, . All such payments shall be made in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.16 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute in like funds any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding currency in which the applicable payment obligation is due. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments made shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, at its Principal Office except payments to be made directly to the Issuing Bank or Swing Line Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollarsDollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.1:00 P.M., New York City time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set off, free deduction or counterclaim; provided that the Borrower shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in immediately available funds and clear ofin the Available Currency in which such Loan is denominated, and without condition set off, deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 000 Xxxx 00xx Xxxxxx, Xxxxxxxxxx, XX 00000, except payments to be made directly to the Issuing Bank as expressly provided herein and except that those payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required All payments and prepayments to be made in respect of the Obligations shall be payable prior to 3:00 p.m. (Mountain time) on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by it hereunder the Company, and without set-off, counterclaim or under other deduction of any nature, and an action therefor shall immediately accrue. Such payments or prepayments of Obligations shall be made (i) by wire transfer of immediately available funds to ABA No. 000000000 for advice to and credit of Agent for the account of Lender (or to such other Loan Document account as Agent may direct by written notice) or (whether ii) by check or ACH transfer, to Agent for the account of Lender at its office located at 0000 X. Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or at such other place of payment designated by Agent to the Company) in U.S. dollars and in immediately available funds. In the event that any payment on any Obligation is made by check by the Company, credit for payment by check shall be given as of the Business Day on which Agent receives the check at the address designated by Agent from time to time for delivery of payments by check. All notices by the Company to Agent of payment or prepayment shall be irrevocable. Agent’s statement of account, ledger, or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal, interest, fees or Reimbursement Obligationsand other Obligations owing under this Agreement, or of amounts payable under Sections 2.12the Notes, 2.13, 2.15 or 10.03, or otherwise) on or before and the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free Documents and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, shall be deemed to have been an “account stated.” Any payment received by Agent after 3:00 p.m. (Mountain time) shall be deemed received by Agent on the next succeeding Business Day for purposes of calculating interest thereonDay. All such payments hereunder and under any Note, including all amounts designated as principal prepayments, shall be made credited first to interest, costs, and lawful charges then accrued and the Administrative Agent remainder to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank principal as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute or in any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent applicable Note or otherwise to the payment of any Excluded Swap Obligationsas Agent in its sole discretion may determine.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.1:00 P.M., New York City time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set off, free deduction or counterclaim; provided that the Borrowers shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in immediately available funds and clear ofin the Available Currency in which such Loan is denominated, and without condition set off, deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Paying Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Paying Agent to at its offices at 000 Xxxxxx Xxxxxx, 10th Floor, Houston, Texas 77002, Attention: Xxxxxxxx Xxxxxx, Loan and Agency Services Group, or at such other office in the applicable account designated to the Borrower United States of America as directed by the Administrative Paying Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.09(b), 2.12, 2.13, 2.15 2.16 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Paying Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding . (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryPaying Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, to pay interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of set-off or indirectly counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Administrative Agent Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or otherwise any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any Excluded Swap Obligationspayment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Paying Agent shall have received notice from the Borrower prior to the time by which any payment from the Borrower is due to the Paying Agent for the account of the relevant Lenders hereunder that the Borrower will not make such payment, the Paying Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the relevant Lenders severally agrees to repay to the Paying Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Paying Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Paying Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Paying Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, Section 2.13, Section 2.15 or 10.03Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the applicable Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the applicable Administrative Agent at the office designated by it from time to the applicable account designated to the Borrower by the Administrative Agenttime, except payments to be made directly to the Issuing Bank or a Swingline Lender as expressly provided herein and except that payments pursuant to Sections Section 2.12, Section 2.13, Section 2.15 and 10.03 Section 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The applicable Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower Each Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16, Section 2.22 or 10.03Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City Chicago time or, in the case of European Swingline Loans, 11:00 a.m. Zurich time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Funding Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Funding Agent to the applicable account designated to the Borrower by the Administrative at Agent’s Account, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16, Section 2.22 and 10.03 Section 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Funding Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Eleven Madison Avenue, New York, New York 10010, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower Company shall make each payment required to be made by it them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursements of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.132.16, 2.15 2.17 or 10.039.03, or otherwise) on at or before prior to the time expressly required hereunder or under such any other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in immediately available funds, free and clear of, and without condition set off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by at its offices in New York, New York or at such other address that the Administrative AgentAgent shall advise the Company in writing, except payments to be made directly to the an Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each any Loan Document shall be made in U.S. dollars. For the avoidance of doubtDollars, notwithstanding except that unless otherwise specified herein or in any other provision Loan Document, all payments in respect of Loans (and interest thereon) and LC Exposures shall be made in the same Currency in which such Loan was made or such Letter of Credit was issued. Notwithstanding the foregoing, if the Company shall fail to pay any principal of any Loan Document when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the contrary, no payment received directly or indirectly from Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand; and if the Company shall fail to pay any Credit Party interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a Qualified ECP Guarantor day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationspayable on demand.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, Section 2.13, Section 2.15 or 10.03Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 4:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the applicable Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the applicable Administrative Agent at the office designated by it from time to the applicable account designated to the Borrower by the Administrative Agenttime, except payments to be made directly to the Issuing Bank or a Swingline Lender as expressly provided herein and except that payments pursuant to Sections Section 2.12, Section 2.13, Section 2.15 and 10.03 Section 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The applicable Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The (a) Unless otherwise specified herein, each Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time)Local Time, on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower Company by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.16, 2.20 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute in like funds any such payments received by it the Administrative agent for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding currency in which the applicable payment obligation is due. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of unreimbursed LC Disbursements then due to such parties and (iii) third, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under such Facility and accrued interest thereon than the proportion received by any other Lender within such Facility, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders within such Facility to the extent necessary so that the benefit of all such payments made under such Facility shall be shared by the Lenders within such Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower’s rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment from a Borrower is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Xxxxxxxx has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if any Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (or, in the case of EURIBOR Loans, such other customary overnight rate as shall be specified by the Administrative Agent). (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available fundsfunds in the currency in which the underlying obligations being paid is denominated as determined pursuant hereto, free without set off, deduction or counterclaim; provided that (i) each Borrower shall make all payments in respect of the Foreign Currency Loans advanced to such Borrower prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, the applicable Foreign Currency Office time), on the date when due, in immediately available funds and clear ofin the Foreign Currency in which such Loan is denominated, and without condition set-off, deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time)Local Time, on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.16 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute in like funds any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding currency in which the applicable payment obligation is due. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under such Facility and accrued interest thereon than the proportion received by any other Lender within such Facility, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders within such Facility to the extent necessary so that the benefit of all such payments made under such Facility shall be shared by the Lenders within such Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (or, in the case of EURIBOR Loans, such other customary overnight rate as shall be specified by the Administrative Agent). (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the applicable Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the applicable Administrative Agent at the office designated by it from time to the applicable account designated to the Borrower by the Administrative Agenttime, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The applicable Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the sole discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at New York, New York, except payments to be made directly to the any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided hereinspecified in Section 2.05 with respect to Letters of Credit issued in a currency other than Dollars, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap ObligationsDollars.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, reimbursements of LC Disbursements or of amounts payable under Sections 2.12, 2.13, 2.15 2.14, 2.16 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, except payments payment to be made directly to the an Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.14, 2.16 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, at its Principal Office except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollarsDollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City time)Local Time, on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to at its offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other office in the applicable account designated to the Borrower United States of America as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.16 and 10.03 7.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding Dollars. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments made shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The (a) Each payment by the Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwiseany other amount) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, shall be made prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in Dollars in immediately available funds, free and clear of, and without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the account of the Administrative Agent to the applicable (account number 0000000 760000) at Dresdner Bank AG New York Branch) or such other acxxxxx xs may hereafter be designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinAgent in writing. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following upon receipt thereof. , in like funds as received. (b) If any payment to be made by the Borrower under any Loan Document shall be becomes due and payable on a day that is not other than a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, and such extension of time shall be reflected in computing interest or fees. (c) If at any time insufficient funds are received by and available to the case Administrative Agent to pay fully all amounts of any payment accruing interestprincipal, interest thereon shall be payable for the period of and fees then due hereunder, such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor funds shall be applied directly or indirectly by the Administrative Agent or otherwise to the (i) first, towards payment of any Excluded Swap Obligationsinterest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Three World Financial Center, 000 Xxxxx Xxxxxx, New York, NY 10281, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 2.15, 2.24 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or counterclaim, unless such deduction for, recoupment or setoffis required by law. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other account/office as the Administrative Agent may specify to the applicable account designated Borrowers from time to the Borrower by the Administrative Agenttime), except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.15, 2.24 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars, except for payments with respect to any Euro Denominated Loan or Euro Letter of Credit (which payments shall be made in euros) or except as expressly specified otherwise. For Unless payment is otherwise timely made by the avoidance of doubtBorrowers, notwithstanding any other provision the becoming due of any Loan Document to the contraryObligations (whether principal, no payment received directly interest, fees or indirectly from any Credit Party that is not a Qualified ECP Guarantor other charges) shall be applied directly or indirectly by deemed to be a request for ABR Loans on the Administrative Agent or otherwise to due date, in the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of any Excluded Swap Obligationsthe relevant Obligation.

Payments Generally. The (a) Each payment by the Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwiseany other amount) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, shall be made prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in Dollars in immediately available funds, free and clear of, and without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative AgentAgent or, with respect to Revolving Loans, the Revolving Loan Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the account of the Administrative Agent to the applicable (account number H79-740-222205) at Mizuho Corporate Bank, Ltd. (ABA number 026-004-307) or such other account as may hereafter be designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinAgent in writing. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following upon receipt thereof. , in like funds as received. (b) If any payment to be made by the Borrower under any Loan Document shall be becomes due and payable on a day that is not other than a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, and such extension of time shall be reflected in computing interest or fees. (c) If at any time insufficient funds are received by and available to the case Administrative Agent to pay fully all amounts of any payment accruing interestprincipal, interest thereon shall be payable for the period of and fees then due hereunder, such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor funds shall be applied directly or indirectly by the Administrative Agent or otherwise to the (i) first, towards payment of any Excluded Swap Obligationsinterest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at Stamford, Connecticut (or such other account/office as the Administrative Agent may specify to the applicable account designated Borrowers from time to the Borrower by the Administrative Agenttime), except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars, except for payments with respect to any Euro Denominated Loan or Euro Letter of Credit (which payments shall be made in euros) or except as expressly specified otherwise. For Unless payment is otherwise timely made by the avoidance of doubtBorrowers, notwithstanding any other provision the becoming due of any Loan Document to the contraryObligations (whether principal, no payment received directly interest, fees or indirectly from any Credit Party that is not a Qualified ECP Guarantor other charges) shall be applied directly or indirectly by deemed to be a request for ABR Loans on the Administrative Agent or otherwise to due date, in the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of any Excluded Swap Obligationsthe relevant Obligation.

Payments Generally. The (a) Each payment (including prepayments) by Borrower shall make each payment required to be made by it hereunder of the principal of or interest on the Term Loan and any other amount owed under this Agreement or any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), shall be made not later than 2:00 p.m. on the date when duespecified for payment under this Agreement to Lender at Lender’s Office, in Dollars constituting immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts All payments received by Lender after such time on any date may, in the discretion of the Administrative Agent, 2:00 p.m. shall be deemed to have been received on the next succeeding Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. accrue. (b) If any payment under this Agreement or any other Loan Document shall be due on specified to be made upon a day that which is not a Business Day, unless specified otherwise, the date for payment it shall be extended to made on the next succeeding day which is a Business Day. Any extension of time shall in such case be included in computing interest and fees, andif any, in the case of any payment accruing connection with such payment. (c) Borrower agrees to pay principal, interest, interest thereon fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from Borrower are received by Lender, Lender shall be payable for apply such amounts in the period following order of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise priority: (i) to the payment of any Excluded Swap ObligationsLender’s expenses incurred under the Loan Documents then due and payable, if any; (ii) to the payment of all other fees under the Loan Documents then due and payable; (iii) to the payment of interest then due and payable on the Term Loan (applied as provided in Section 8.3); (iv) to the payment of all other amounts not otherwise referred to in this Section 2.6(d) then due and payable under the Loan Documents; and (v) to the payment of principal then due and payable on the Term Loan (applied as provided in Section 8.3).

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12Section 2.14, 2.132.15, 2.15 2.17, 10.03 or 10.0310.04(h), or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City timeLocal Time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Applicable Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Applicable Agent to such account as the applicable account designated Applicable Agent shall from time to time specify in one or more notices delivered to the Borrower by the Administrative AgentBorrowers, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.17, 10.03 and 10.03 10.04(h) shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Applicable Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars, except that the principal of and interest on any Loan or LC Disbursement denominated in Euros or Sterling as well as fees with respect to Letters of Credit denominated in Euros or Sterling shall be made in such currency. For the avoidance of doubt, notwithstanding Any payments made by a French Guarantor hereunder or under any other provision of any Loan Document shall be made to the contraryApplicable Agent, no payment received or payments pursuant to Section 2.14, 2.15, 2.17, 10.03 or 10.04(h) directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of person specified therein, in each case on an account which shall not be opened in a Non-Cooperative Jurisdiction. The Applicable Agent shall distribute any Excluded Swap Obligationssuch payments received from a French Guarantor on an account which shall not be opened in a Non-Cooperative Jurisdiction.

Payments Generally. The Borrower shall make each payment required (a) All amounts owing and payable to be made by it hereunder any Secured Party, any Affected Person or under any Indemnified Party, in respect of the Advances and other Loan Document (whether of principalObligations, including the principal thereof, interest, fees fees, indemnities, expenses or Reimbursement Obligations, or of other amounts payable under Sections 2.12this Agreement or any other Facility Document, 2.13, 2.15 shall be paid on behalf and at the direction of the Borrower (or 10.03, or otherwisethe Collateral Manager on behalf of the Borrower) on or before by the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior Collateral Agent to 3:00 p.m., New York City time), on the date when due, applicable recipient in an Eligible Currency in immediately available funds, free and clear ofon each Payment Date in accordance with the Priority of Payments, and all without condition counterclaim, setoff, deduction, defense, abatement, suspension or deduction fordeferment. Each Lender shall provide wire instructions to the Borrower, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent and the Collateral Agent. Other than with respect to payments on a Payment Date, payments must be received by the Collateral Agent on or prior to 3:00 p.m. on a Business Day to be remitted by the Collateral Agent on such Business Day to the Administrative Agent (and for the Administrative Agent to remit to the Lenders); provided that payments received by the Collateral Agent after 3:00 p.m. on a Business Day will be deemed to have been received paid on the next succeeding following Business Day for purposes of calculating interest thereonDay. All such payments shall be made At no time will the Collateral Agent have any duty (express or implied) to the Administrative Agent to the applicable account designated to fund (or front or advance) any amount owing by the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. hereunder. (b) Except as otherwise expressly provided herein, all payments computations of interest, fees and other Obligations shall be made on the basis of a year of 360 days for the actual number of days elapsed in computing interest on any Advance, the date of the making of the Advance shall be included and the date of payment shall be excluded; provided that, if an Advance is repaid on the same day on which it is made, one day’s Interest shall be paid on such Advance. All computations made by the Collateral Agent or the Administrative Agent under each Loan this Agreement or any other Facility Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsconclusive absent manifest error.

Payments Generally. The Borrower shall make each payment required (a) Except as otherwise provided under Section 11.04, all amounts owing and payable to be made by it hereunder any Secured Party, any Affected Person or any Indemnified Party, in respect of the Aggregate Loan Amount and other Obligations, including the principal thereof, interest, fees, indemnities, expenses or other amounts payable under this Agreement or under any other Loan Document (whether of principalFacility Document, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before shall be paid by the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior Borrower to 3:00 p.m., New York City time), on the date when dueapplicable recipient in Dollars, in immediately available funds, free and clear ofin accordance with the Priority of Payments, and all without condition counterclaim, setoff, deduction, defense, abatement, suspension or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereindeferment. The Administrative Agent and each Lender shall distribute any such payments received by it for the account of any other person provide wire instructions to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended Borrower (i) prior to the next succeeding Business DayClosing Date, andin the case of the Administrative Agent and any Lender party hereto as of the Closing Date and (ii) prior to executing an Assignment and Acceptance substantially in the form attached hereto as Exhibit C, in the case of any payment accruing interest, interest thereon shall Lender who is not a party hereto as of the Closing Date. Payments received from the Borrower after 5:00 p.m. (New York time) on a Business Day will be payable for deemed to have been paid on the period of such extension. next following Business Day. (a) Except as otherwise expressly provided herein, all payments under computations of interest on the Aggregate Loan Amount, and to the extent applicable, all computations of fees and other Obligations, shall, in each Loan Document case, be made on the basis of a year of 360 days (or in the case of interest computed by reference to the ABR at times when the ABR is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)) for the actual number of days elapsed, inclusive of the date the Advance is made in U.S. dollarsand exclusive of the date of payment. For the avoidance of doubtAll computations made by a Lender, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsa Funding Agent under this Agreement shall be conclusive absent manifest error.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsfees, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction (except to the extent permitted under Section 2.15) or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agentshall, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by at its offices at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office as the Administrative AgentAgent may designate from time to time to Borrower and the Lenders, except payments to be made directly to the Issuing Bank as expressly provided herein and Attn: Account Officer Hercules Offshore, except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time)Local Time, on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoff. Any amounts received after such time on any date may, counterclaim to an account that the Applicable Agent shall most recently have specified in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made a notice delivered to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except Borrowers; provided that payments to be made directly to the any Issuing Bank or to the Swingline Lender as expressly provided herein shall be made to such Issuing Bank or to the Swingline Lender, as applicable, and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.20 and 10.03 10.04 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Applicable Agent shall distribute any such payments payment received by it (i) for the account of any other person Lender, to the Applicable Lending Office of such Lender and (ii) for the account of any Issuing Bank or the Swingline Lender, to the appropriate recipient to the office most recently specified by it in a notice to such Agent for payments of such type, in each case promptly following receipt thereofof such payment. If Except as expressly provided otherwise herein, if any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, All payments hereunder of principal or interest in respect of any Loan (or of any breakage indemnity or payment under Section 2.16 in respect of any Loan) shall be made in the currency of such Loan; all other payments hereunder and under each Loan other Credit Document shall be made in U.S. dollarsUS Dollars. For the avoidance of doubt, notwithstanding Any payment required to be made by any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor Agent hereunder shall be applied directly or indirectly deemed to have been made by the Administrative time required if such Agent shall, at or otherwise before such time, have taken the necessary steps to make such payment in accordance with the payment regulations or operating procedures of any Excluded Swap Obligationsthe clearing or settlement system used by such Agent to make such payment.

Payments Generally. The Borrower shall make each payment required All payments to be made by it Borrower hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made in Dollars in immediately available funds at Agent's Domestic Lending Office, or such other place as Agent from time to the persons specified therein. The Administrative Agent shall distribute time may specify in writing, not later than 12:00 noon New York time, without set-off or counterclaim and without any such withholding or deduction for any taxes or other payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereofwhatsoever. If any payment under any Loan Document shall be hereunder becomes due and payable on a day that is not a Business Day, unless specified otherwise, then the due date for of such payment shall be automatically extended to the next succeeding Business Day, and, and such extension of time shall include the computation of interest and fees in the case connection with such payment. All computations of any payment accruing interest, interest thereon shall be and fees payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document hereunder shall be made in U.S. dollarsby Agent on the basis of actual days elapsed and on a 360-day year (provided that the computation of interest payable on Loans bearing interest at the Prime Rate and the Federal Funds Rate shall be made by Agent on the basis of actual days elapsed and on a 365/6-day year). For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor All payments shall be applied directly or indirectly by the Administrative Agent or otherwise first, to the payment of all fees, expenses and other amounts due to Agent (excluding principal and interest), second, to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any Excluded Swap Obligationsof the Loan Documents, third, to accrued interest that is due and payable on the Loans (including the Swingline Loans), fourth, to the principal balance of the Swingline Loans, and fifth, to the principal balance of the Loans (other than Swingline Loans); provided, however, that during the continuance of any Event of Default, payments will be applied to the Obligations as Agent (with the consent of Required Lenders) determines in its sole discretion.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 300 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Unless otherwise specified herein, each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City timeLocal Time), on the date when due, in immediately available funds. Subject to Section 2.17, free and clear of, and all such payments shall be made without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the applicable Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document of (i) principal and interest in respect of any Loan and LC Disbursements and participation fees in respect of Letters of Credit shall be made in U.S. dollars. For the avoidance currency in which such Loan or Letter of doubtCredit, notwithstanding respectively, is denominated and (ii) any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor amount shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsmade in dollars.

Payments Generally. The Borrower Each Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16, Section 2.22 or 10.03Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to (i) in the case of payments with respect to Revolving Loans made in GBP or Euros, 12:00 noon, London time, (ii) in the case of European Swingline Loans, 11:00 a.m. London time), (iii) in the case of the Fees listed on Schedule 2.05(a) hereto, the time set forth on Schedule 2.05(d) hereto with respect to such Fee and (iv) with respect to all other payments, 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments by any Loan Party shall be made to the Administrative Agent at Agent’s Account, for the account of the respective Lenders to the applicable account designated to the Borrower by the Administrative Agentwhich such payment is owed, except (w) payments to be made directly to the an Issuing Bank or a Swingline Lender as expressly provided herein and except that herein, (x) payments pursuant to Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16, Section 2.22 and 10.03 Section 11.03 shall be made directly to the persons entitled thereto thereto, (y) payments of Fees pursuant to Section 2.05(d) shall be made to the accounts set forth on Schedule 2.05(d) hereto with respect to such Fee and (z) payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereofthereof in like funds as received by the Administrative Agent. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubtDollars, notwithstanding any other provision of any Loan Document to the contraryexcept as expressly specified otherwise (including, no payment received directly or indirectly from any Credit Party that is but not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationslimited to, as expressly specified in Section 2.05(d)).”.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other the Loan Document Documents (whether of principal, interest, fees interest or Reimbursement Obligationsfees, or of amounts payable under Sections 2.12Section 2.11 (Increased Costs), 2.13, 2.15 2.12 (Break Funding Payments) or 10.03, 2.13 (Taxes) or otherwise) on or before the time expressly required hereunder or under such other the relevant Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City timebefore 12:00 noon), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts amount received after such time on any date day may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Wilmington, except payments to be made directly to the Issuing Bank as expressly provided herein and Delaware, except that payments pursuant to Sections 2.122.11 (Increased Costs), 2.132.12 (Break Funding Payments), 2.15 2.13 (Taxes) and 10.03 10.3 (Expenses; Indemnity; Damage Waiver) shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments payment received by it for the account of any other person Person to the appropriate recipient promptly following after receipt thereof. If Unless otherwise specified herein, if any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall will be extended to the next succeeding Business Day, Day and, in the case of any if such payment accruing accrues interest, interest thereon shall will be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required (i) All payments to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and Borrower shall be made without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document by the Borrower hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contraryAdministrative Agent, no for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (or, in the case of Section 2.06(a)(iii), 3:00 p.m.) shall be deemed received on the next succeeding Business Day and any applicable interest or otherwise fee shall continue to accrue. (ii) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Rate; and (ii) if any Lender failed to make such payment with respect to any Borrowing, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Overnight Rate. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any Excluded Swap Obligationsinterest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this ‎Section 2.13(b) shall be conclusive, absent manifest error. (iii) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this ‎Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in ‎Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (iv) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (v) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (vi) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in ‎Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender. (vii) If any Lender shall fail to make any payment required to be made by it pursuant to ‎Section 2.04(c), ‎2.04(d), ‎2.05(c) or ‎9.07 (or if the Borrower shall have paid any amount or posted any cash collateral in respect of such Lender’s Pro Rata Share of Swing Line Obligations or L/C Obligations pursuant to ‎Section 2.17(c)(ii)), then notwithstanding any contrary provision hereof, with respect to any amounts thereafter received by the Administrative Agent for the account of such Lender, the Administrative Agent (i) shall apply such amounts (A) first, for the benefit of the Administrative Agent, the Swing Line Lender or the L/C Issuer to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and (B) second, unless an Event of Default has occurred and is continuing, to reimburse the Borrower for any cash collateral posted by the Borrower until the Borrower is fully reimbursed, and (ii) thereafter, may, in its sole discretion, hold any such remaining amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; provided any amounts held pursuant to clause ‎(ii) hereof shall be released to such Lender upon the earlier of (x) the date on which any of the actions described in ‎Section 8.02(a) or ‎8.02(b) or the proviso to ‎Section 8.02 shall have been taken or occurred and (y) the Initial Revolver Maturity Date.

Payments Generally. The Each Borrower shall make each payment and prepayment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.14, 2.132.15, 2.15 3.14, 3.15 or 10.0311.04, or otherwise) on or before the time expressly required hereunder or under such any other Loan Document for such payment (or, if no such time is expressly required, except to the extent otherwise provided therein) prior to 3:00 2:00 p.m., New York City time)Local Time, on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to an Issuing Lender or the Issuing Bank Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 3.14, 3.15, 11.03 and 10.03 11.04, which shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereofthereto. If any payment under any Loan Document or prepayment hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Business Day, Day and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all The Administrative Agent shall distribute any payments under each Loan Document shall be made in U.S. dollars. For the avoidance received by it for account of doubt, notwithstanding any other provision of any Loan Document Person to the contraryappropriate recipient (or will deposit such payments in the Synthetic LC Credit-Linked Deposit Account, no as applicable) promptly following receipt thereof, provided that any such payment received directly by it upon the exercise of remedies hereunder or indirectly from any Credit Party that is not a Qualified ECP Guarantor under the other Loan Documents shall be applied directly or indirectly by to the Administrative Agent or otherwise Obligations hereunder in the following order: first, to the payment of any Excluded Swap Obligations.the costs and expenses of collecting such payments, including reasonable out-of-pocket costs and expenses of the Administrative Agent, and the fees and expenses of its agents and counsel, in each case in such order as the Administrative Agent shall in its sole discretion determine;

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable Agent’s account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swing Line Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollarsDollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees interest or Reimbursement Obligationsfees, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx to the applicable an account designated to the Borrower specified in writing by the Administrative AgentAgent to Borrower, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower Each Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees interest or Reimbursement Obligationsfees, or of amounts payable under Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16 or 10.03Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 600 Xxxxxxxxxx Xxxxxxxxx, except payments to be made directly to the Issuing Bank as expressly provided herein and Xxxxxxxx, Xxxxxxxxxxx, except that payments pursuant to Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16 and 10.03 Section 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. (a) The Borrower Company shall make each payment required hereunder and under any other Loan Document, without regard to the existence of any counterclaim, set-off, defense or other right that the Company may have at any time against the Issuing Bank, the Administrative Agent, the Paying Agent, any Lender or any other Person, whether in connection with the transactions contemplated by this Agreement or any other Loan Document or any unrelated transaction, not later than 1:00 p.m. (New York time) on the day when due in Dollars to the Paying Agent’s Account in the same day funds, and any such payment shall constitute payment by the Company hereunder or under any other Loan Document, as the case may be, for all purposes, and upon such payment by the Company the Lenders shall look solely to the Paying Agent for their respective interests in such payment. The Administrative Agent shall notify the Paying Agent in advance of the amount and date of each such expected payment. The Paying Agent will promptly after receipt of any such payment from the Company cause to be distributed like funds relating to the payment of principal or interest or fees to the Administrative Agent at the Administrative Agent’s Account or, with respect to payments made to the Issuing Bank, to the Issuing Bank at the Issuing Bank’s Account, and the Administrative Agent shall then cause to be distributed in like funds relating to the payment of principal or interest or fees (other than amounts payable pursuant to Section 2.12 or 9.04(b)) (according to the Lenders’ respective Commitments) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any such Lender to the Administrative Agent, and the Administrative Agent then shall cause like funds to be distributed to the applicable Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.05(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under any Note in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Company hereby authorizes each Lender and the Issuing Bank, if and to the extent payment owed to such Lender or the Issuing Bank (as the case may be) is not made by it the Company to the Paying Agent when due hereunder or under any other Loan Document held by such Lender, to charge from time to time against any or all of the Company’s accounts (whether other than any payroll account maintained by the Company with such Lender or the Issuing Bank (as the case may be) if and to the extent that such Lender or the Issuing Bank (as the case may be) shall have expressly waived its set-off rights in writing in respect of principal, interest, fees such payroll account) with such Lender or Reimbursement Obligations, or the Issuing Bank (as the case may be) any amount so due. (c) All computations of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), interest based on the date when dueAlternate Base Rate, in immediately available funds, free and clear of, and without condition the Eurodollar Rate or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments Federal Funds Rate shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments all computations of interest pursuant to Sections 2.12, 2.13, 2.15 and 10.03 Section 2.08 shall be made directly to by a Lender, on the persons entitled thereto and payments pursuant to other Loan Documents basis of a year of 360 days, in each case 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. All computations of the fees hereunder shall be made to by the persons specified therein. The Administrative Agent shall distribute any such payments received by it on the basis of a year comprising twelve 30-day months, in each case for the account actual number of days (including the first day but excluding the last day) occurring in the period for which such fees or interest are payable. Each determination by the Administrative Agent (or, in the case of Section 2.08, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be stated to be due on a day that is not other than a Business Day, unless specified otherwise, the date for such payment shall be extended to made on the next succeeding Business Day, and, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, if such extension would cause payment of any interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For on the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by next preceding Business Day. (e) Unless the Administrative Agent or otherwise shall have received notice from the Company prior to the date on which any payment of any Excluded Swap Obligationsis due to the Lenders hereunder that the Company will not make such payment in full, the Administrative Agent may assume that the Company has made such payment in full to the Paying Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Company shall not have so made such payment in full to the Paying Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.0311.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12, 2.132.14 or 11.03, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. (a) All payments under this Agreement or the Notes, shall be made in Dollars in immediately available funds to the Agent for the ratable benefit of the Banks, in accordance with the respective obligations of the Borrower then due and payable to each of them not later than 2:00 p.m. New York City time on the relevant dates specified above (each such payment made after such time on such due date is to be deemed to have been made on the next succeeding Banking Day), to the Agent's Principal Office. The Borrower will notify the Agent of any payment pursuant to the provisions of this Section at the same time it makes any such payment. The Agent may (but shall make not be obligated to) debit the amount of any such payment to any ordinary deposit account of the Borrower with the Agent; provided, however, that the Agent shall not be permitted to debit any funds which are not available to the Borrower other than on an overdraft basis. The Borrower shall, at the time of making each payment required under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be made applied; provided, however, that in 28 the event that the Borrower fails to so specify, or if a Default or an Event of Default has occurred and is continuing, the Agent shall apply such payment as they may elect in its sole discretion. If the due date of any payment under this Agreement or the Notes would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension. Each payment received by it the Agent hereunder or under any other Loan Document (whether Note for the account of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under a Bank shall be paid promptly to such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when dueBank, in immediately available funds. (b) All payments made by the Borrower under this Agreement, the Notes or the other Facility Documents shall be made free and clear of, and without condition deduction or deduction forwithholding for or on account of, recoupment any present or setoff. Any amounts received after such time on future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any date may, in the discretion governmental or taxing authority of any jurisdiction located outside of the Administrative AgentUnited States, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, andexcluding, in the case of each Bank, income taxes and franchise taxes (imposed in lieu of income taxes) imposed on such Bank as a result of a present or former connection between the jurisdiction of the government or the taxing authority imposing such tax and such Bank (excluding a connection arising solely from such Bank having executed, delivered, or performed its obligations or received a payment under, or enforced, this Agreement, the Notes or the other Facility Documents) or any payment accruing interestpolitical subdivision or taxing authority thereof or therein, interest thereon shall be payable for the period of (all such extension. Except as otherwise expressly provided hereinnon-excluded taxes, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubtlevies, notwithstanding any other provision of any Loan Document to the contraryimposts, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.duties, charges, fees, deductions and withholdings being hereinafter called "Taxes"

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principalSection 2.09, interest2.10, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, 2.13 or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, due and in immediately available funds, free and clear of, and without condition setoff or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000 or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12Section 2.09, 2.132.10, 2.15 2.13 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding Dollars. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.11(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available fundsfunds in the Available Currency in which the underling obligations being paid is denominated as determined pursuant hereto, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices in New York, New York, except payments to be made directly to the an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 and the other paragraphs of this Section 2.17 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The (a) Each payment by the Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwiseany other amount) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, shall be made prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in Dollars in immediately available funds, free and clear of, and without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative AgentAgent or other applicable payee, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall to be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinaccount of the Administrative Agent at Citibank New York (CXXXXX00); credit to account number 30000000; account name: DEPFA BANK PLC, New York Branch (DPFAUS33); Reference: Atlantic Aviation FBO, or such other account as may hereafter be designated by the Administrative Agent in writing. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following upon receipt thereof. If , in like funds as received. (b) Except to the extent herein specifically provided otherwise, if any payment to be made by the Borrower under any Loan Document shall be becomes due and payable on a day that is not other than a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, and such extension of time shall be reflected in computing interest or fees. (c) If at any time insufficient funds are received by and available to the case Administrative Agent to pay fully all amounts of any payment accruing interestprincipal, interest thereon shall be payable for the period of and fees then due hereunder, such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor funds shall be applied directly or indirectly by the Administrative Agent or otherwise to the (i) first, towards payment of any Excluded Swap Obligationsinterest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition or deduction fordefense deduction, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Xxxxx Fargo Bank, National Association, 000 Xxxxx Xxxxx Xxxxxx, 6th Floor, Charlotte, NC 28202, Attention: Xxxxx Xxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required All payments and prepayments to be made in respect of the Obligations shall be payable prior to 3:00 p.m. (Mountain time) on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by it hereunder the Company, and without set-off, counterclaim or under other deduction of any nature, and an action therefor shall immediately accrue. Such payments or prepayments of Obligations shall be made (i) by wire transfer of immediately available funds to ABA No. 000000000 for advice to and credit of Agent for the account of Lender (or to such other Loan Document account as Agent may direct by written notice) or (whether ii) by check or ACH transfer, to Agent for the account of Lender at its office located at 0000 X. Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (or at such other place of payment designated by Agent to the Company) in U.S. dollars and in immediately available funds. In the event that any payment on any Obligation is made by check by the Company, credit for payment by check shall be given as of the Business Day on which Agent receives the check at the address designated by Agent from time to time for delivery of payments by check. All notices by the Company to Agent of payment or prepayment shall be irrevocable. Agent’s statement of account, ledger, or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal, interest, fees or Reimbursement Obligationsand other Obligations owing under this Agreement, or of amounts payable under Sections 2.12the Notes, 2.13, 2.15 or 10.03, or otherwise) on or before and the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free Documents and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, shall be deemed to have been an “account stated.” Any payment received by Agent after 3:00 p.m. (Mountain time) shall be deemed received by Agent on the next succeeding Business Day for purposes of calculating interest thereonDay. All such payments hereunder and under any Note, including all amounts designated as principal prepayments, shall be made credited first to interest, costs, and lawful charges then accrued and the Administrative Agent remainder to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank principal as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute or in any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent applicable Note or otherwise to the payment of any Excluded Swap Obligationsas Agent in its sole discretion may determine.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim (except as expressly provided herein). Any amounts received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 677 Washington Boulevard, Stamford, Connecticut, except payments to be made directly to the Issuing Bank xx xxxx xxxxxxxx xx xxx Xxxxxxx Xxxx xx Xxxxxxxne Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required (i) Except as provided below, all payments, including prepayments, of principal and interest on the Loans, of the Commitment Fee and of all other amounts to be made paid by it hereunder or the Borrowers under any other the Loan Document Documents (whether of principalthe Commitment Fee, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under together with all such other Loan Document for such payment (orfees, if no such time is expressly required, prior being sometimes hereinafter collectively referred to 3:00 p.m., New York City time), on as the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments “Fees”) shall be made to the Administrative Agent Agent, prior to 1:00 p.m. Eastern time on the date such payment is due, for the account of the applicable Credit Parties at the Payment Office, in Dollars and in immediately available funds, without set-off, offset, recoupment or counterclaim. The failure of the Borrowers to make any such payment by such time shall not constitute a Default, provided that such payment is made on such due date, but any such payment made after 1:00 p.m. Eastern time on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Loans. As between the Borrowers and each Credit Party, any payment by the Borrowers to the applicable Administrative Agent for the account designated of such Credit Party shall be deemed to the Borrower be payment by the Administrative Agent, except payments Borrowers to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinsuch Credit Party. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. Notwithstanding the foregoing, all payments pursuant to Sections 3.5, 3.6, 3.7, and 11.4 shall be paid directly to the Credit Party entitled thereto. If any payment under any the Loan Document Documents shall be due and payable on a day that which is not a Business Day, unless specified otherwise, the due date for payment thereof (except as otherwise provided with respect to Interest Periods) shall be extended to the next succeeding Business Day, and, Day and (except with respect to payments in respect of the case of any payment accruing interest, Fees) interest thereon shall be payable for at the period of applicable rate specified herein during such extension. Except as otherwise expressly provided herein, provided, however, that if such next Business Day would be after (A) with respect to Revolving Loans, the Revolving Maturity Date and (B) with respect to Term Loans, the Term Loan Maturity Date, such payment shall instead be due on the immediately preceding Business Day. (ii) If at any time insufficient funds are received by and available to the Administrative Agent (including, without limitation, the proceeds of any asset disposition upon the exercise of remedies) to pay in full all payments amounts due and payable to the Administrative Agent and the Credit Parties under each or in respect of this Agreement and the other Loan Document Documents on any date, such payment shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly distributed by the Administrative Agent or otherwise to and applied by the payment Administrative Agent and the Credit Parties in the order of any Excluded Swap Obligationspriority set forth in Section 9.2(b).

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principalSection 2.09, interest2.10, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, 2.13 or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12Section 2.09, 2.132.10, 2.15 2.13 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding Dollars. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.11(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and at its Principal Office except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction for, recoupment or setoff, except for taxes required to be deducted under applicable law. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available fundsfunds in the Available Currency in which the underling obligations being paid is denominated as determined pursuant hereto, free and clear of, and without condition set–off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices in New York, New York, except payments to be made directly to the an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 and the other paragraphs of this Section 2.17 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment or prepayment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when duedue or the date fixed for any prepayment hereunder, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the an Issuing Bank or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided hereinspecified in Section 2.05 with respect to Letters of Credit issued in an Alternative Currency, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap ObligationsDollars.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time)Local Time, on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.16, 2.20 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute in like funds any such payments received by it the Administrative agent for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding currency in which the applicable payment obligation is due. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of unreimbursed LC Disbursements then due to such parties and (iii) third, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under such Facility and accrued interest thereon than the proportion received by any other Lender within such Facility, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders within such Facility to the extent necessary so that the benefit of all such payments made under such Facility shall be shared by the Lenders within such Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (or, in the case of EURIBOR Loans, such other customary overnight rate as shall be specified by the Administrative Agent). (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Stamford, Connecticut, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Unless otherwise specified herein, each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.132.16, 2.15 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City timeLocal Time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the applicable Borrower by the Administrative Agent, except payments to be made directly to the an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 and 10.03 2.17 or 10.02 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. All payments under each Loan Document of (i) principal and interest in respect of any Loan shall be made in the currency in which such Loan is denominated and (ii) in respect of all fees, in respect of reimbursement of LC Disbursements and in respect of any other amounts payable hereunder or under other Loan Documents shall be made in Dollars. If any payment hereunder or under any other Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Each Borrower shall make each payment and prepayment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the Administrative Agent at such of its offices in New York City as shall be notified to the applicable account designated relevant parties from time to the Borrower by the Administrative Agenttime, except payments to be made directly to the an Issuing Bank Lender or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof, and no Borrower shall have any liability in the event timely or correct distribution of such payments is not so made. If any payment under any Loan Document or prepayment hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Business Day, and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document and prepayments hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Stamford, Connecticut, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubtDollars, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT, Page 45 otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the an Issuing Bank or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided hereinspecified in Section 2.05 with respect to Letters of Credit issued in an Alternative Currency, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap ObligationsDollars.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.032.16, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time)Local Time, on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 2.16 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute in like funds any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollarsthe currency in which the applicable payment obligation is due. For the avoidance of doubt, notwithstanding If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (b) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under a Facility and accrued interest thereon than the proportion received by any other Lender within such Facility, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders within such Facility to the extent necessary so that the benefit of all such payments made under such Facility shall be shared by the Lenders within such Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (d) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 677 Washington Boulevard, Stamford, Connecticut, except payments to be made directly to the Issuing Bank xx xxxx xxxxxxxx xx xxx Xxxxxxx Xxxx xx Xxxxxxxne Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Stamford, Connecticut, except payments to be made directly to the Issuing Bank Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other offices as designated to the Borrower by the Administrative Agent), except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower (a) Genesis OLP shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or reimbursement of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly requiredDisbursements), prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at One Xxxxx Center, 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or by wire transfer to the applicable such account as may be designated to the Borrower by the Administrative Agent, except payments Agent from time to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereintime. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding . (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAgent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor unreimbursed Disbursements, interest and fees then due hereunder, such funds shall be applied directly or indirectly by (i) first, to pay interest and fees then due hereunder, ratably among the Administrative Agent or otherwise parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal and unreimbursed Disbursements then due hereunder, ratably among the payment parties entitled thereto in accordance with the amounts of any Excluded Swap Obligationsprincipal and unreimbursed Disbursements then due to such parties.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available funds, free and clear of, and without condition set‑off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the an Issuing Bank or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided hereinspecified in Section 2.05 with respect to Letters of Credit issued in an Alternative Currency, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap ObligationsDollars.

Payments Generally. The Borrower Each Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees interest or Reimbursement Obligationsfees, or of amounts payable under Sections Section 2.12, Section 2.13, 2.15 Section 2.15, Section 2.16 or 10.03Section 11.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City timeIndia Standard Time), on the date when due, in immediately available funds, free and clear of, and without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments by any Loan Party shall be made to the Administrative Agent Agent, for the account of the respective Lenders to the applicable account designated to the Borrower by which such payment is owed, at the Administrative Agent’s Office, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections Section 2.12, Section 2.13, 2.15 Section 2.15, 1104695.02A-CHISR01A - MSW Section 2.16, Section 7.10 and 10.03 Section 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereofthereof in like funds as received by the Administrative Agent. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubtDollars, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Houston, Texas time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 1111 Fannin, 9th Floor, Houston, TX 77002, except payments to be made directly to the Issuing Bank madx xxxxxxxx xx xxx Xxxxxxx Xxxx xx Xxxxxxxne Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment or performance under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment or performance shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly requiredrequired (A) in the case of payments in connection with the Term Loans, prior to 3:00 2:00 p.m., New York City time and (B) in the case of payments in connection with the Revolving Loans, prior to 2:00 p.m. (London time), ) on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the relevant Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to (i) the Term Loan Administrative Agent to at its offices at 600 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx and (ii) the applicable account designated to the Borrower by the Revolving Credit Administrative AgentAgent at its offices at 5 Xxx Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The relevant Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower (a) Genesis OLP shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or reimbursement of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly requiredDisbursements), prior to 3:00 p.m.12:00 noon, New York City time), on the date when due, in immediately available funds, free and clear of, and without condition setoff or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at One Xxxxx Center, 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or by wire transfer to the applicable such account as may be designated to the Borrower by the Administrative Agent, except payments Agent from time to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereintime. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding . (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAgent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor unreimbursed Disbursements, interest and fees then due hereunder, such funds shall be applied directly or indirectly by (i) first, to pay interest and fees then due hereunder, ratably among the Administrative Agent or otherwise parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal and unreimbursed Disbursements then due hereunder, ratably among the payment parties entitled thereto in accordance with the amounts of any Excluded Swap Obligationsprincipal and unreimbursed Disbursements then due to such parties.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principalSection 2.09, interest2.10, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, 2.13 or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, due and in immediately available funds, free and clear of, and without condition setoff or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12Section 2.09, 2.132.10, 2.15 2.13 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding Dollars. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.11(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required All payments and prepayments to be made by it hereunder the Parent or under any other Loan Document (whether Other Borrower in respect of principal, interest, fees fees, reimbursement of LC Disbursements, indemnity, expenses or Reimbursement Obligations, other amounts due from the Parent or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required any Other Borrower hereunder or under such other any Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.in Dollars shall be payable by 12:00 o’clock Noon, New York City time), on the date day when duedue without presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction of any kind or nature, except for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at its Office in Dollars in funds immediately available funds, free and clear ofat such Office, and payments under Sections 4.08, 4.09 and 12.06 hereof shall be made to the applicable Lender at such domestic account as it shall specify to the Parent from time to time in funds immediately available at such account. All payments and prepayments to be made by the Parent or any Other Borrower in respect of principal, interest, reimbursement of LC Disbursements or other amounts due from any Borrower hereunder or under any Loan Document in a currency other than Dollars shall be made by payment in that currency in freely transferable funds by 12:00 Noon, New York time, for value on the applicable payment date and such payment shall be due without condition presentment, demand, protest or notice of any kind (other than notice of acceleration as required by Section 9.02 hereof), all of which are hereby expressly waived, without set-off, counterclaim, withholding or other deduction forof any kind or nature, recoupment or setoffexcept for payments to a Lender subject to a withholding deduction under Section 4.09 hereof. Except for payments to be made directly to an Issuer as expressly provided herein and payments under Sections 4.08, 4.09 and 12.06 hereof, such payments shall be made to the Administrative Agent at the Administrative Agent’s Office. Any amounts payment or prepayment received by the Administrative Agent after such 12:00 o’clock Noon, New York time on any date may, in the discretion of the Administrative Agent, day shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonDay. All such payments hereunder of (i) principal or interest in respect of any Loan shall be made to in the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentcurrency in which such Loan is denominated, except payments to be made directly to the Issuing Bank as expressly provided herein (ii) reimbursement obligations (and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 interest in respect of reimbursement obligations) shall be made directly to in the persons entitled thereto and payments pursuant to currency in which the Letter of Credit in respect of which such reimbursement obligation exists was denominated or (iii) any other amount due hereunder or under another Loan Documents Document shall be made to the persons specified thereinin Dollars. The Administrative Agent shall distribute any such to the Lenders all payments received by it for the account of the Lenders from any other person to Borrower as promptly as practicable after receipt by the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extensionAdministrative Agent. Except as otherwise expressly provided hereincontemplated by Section 4.01(c), all payments under each Loan Document on account of Revolving Credit Loans shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document distributed to the contrary, no payment received directly or indirectly from any Credit Party Lenders Pro Rata. If and to the extent that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent has not forwarded to any Lender such Lender’s share of any such payment on the same Business Day as such payment is received (or otherwise deemed received) from such Borrower, the Administrative Agent shall pay to such Lender interest on such amount at the Federal Funds Effective Rate for each day until such payment is made. Upon termination of this Agreement and the expiration or cancellation of all Letters of Credit and payment in full of all principal, interest, reimbursement amounts, fees, expenses and other amounts due from the Borrowers hereunder or under any other Loan Document, each Lender will promptly xxxx any Notes “cancelled” and forward them to the payment of any Excluded Swap ObligationsAdministrative Agent for delivery to the Parent.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date mayshall (unless the Administrative Agent determines, in its discretion, that the discretion of the Administrative AgentLenders received, such amounts on such day with sufficient time to invest such amounts overnight), be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable an account designated specified by it to the Borrower by the Administrative AgentBorrower, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.11, 2.12, 2.13, 2.15 2.14 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the SC1:3775857.9 LEGAL_US_E # 113365636.9 time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time, or 2:00 p.m., London time, in the case of a payment in an Alternate Currency), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its Notice Office, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The (a) Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder or (including under any other Loan Document (whether of principalSection 2.09, interest2.10, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, 2.13 or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 1:00 p.m., New York City time), on the date when due, due and in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower at its offices at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000 or at such other office as directed by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12Section 2.09, 2.132.10, 2.15 2.13 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document hereunder shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding Dollars. (b) If at any other provision of any Loan Document time insufficient funds are received by and available to the contraryAdministrative Agent to pay fully all amounts of principal, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor interest and fees then due hereunder, such funds shall be applied directly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall, by exercising any right of counterclaim or indirectly otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.11(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent or otherwise for the account of such Lender to the payment of any Excluded Swap Obligationssatisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim (except as expressly provided herein). Any amounts received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City timeLocal Time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at Wells Xxxxx Bank, except 1700 Lincoln, Denver, XX 00000, xxxxpt payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubtDollars, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. (a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Transaction Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwiseother amounts) on or before prior to the time expressly required hereunder or under such other Loan Transaction Document for such payment (or, if no such time is expressly required, on or prior to 3:00 p.m., P.M. (New York City time), ) on the date when due, in immediately available funds, free and clear of, and without condition setoff or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable such account designated to the Borrower as may be specified by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12Section 3.2, 2.13, 2.15 Section 12.4 and 10.03 Section 12.7 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Transaction Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment (other than payments on the SOFR Loans) under any Loan Transaction Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day. If any payment on a SOFR Loan becomes due and payable on a day other than a Business Day (other than any such payment due and payable on the Maturity Date which shall be governed by, andand subject to, Section 1.5), the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment accruing interestof principal pursuant to the preceding two sentences, interest thereon shall be payable at the then Uniti – Bridge Loan and Security Agreement applicable rate for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Transaction Document shall be made in U.S. dollars. For Dollars. (b) If at any time insufficient funds are received by, and available to, the avoidance Administrative Agent to pay fully all amounts of doubtprincipal, notwithstanding any other provision of any Loan Document interest and fees then due hereunder, subject to the contrarySection 2.8 hereof, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor such funds shall be applied directly or indirectly (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties (with such amounts being applied to fees prior to interest), and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsin accordance with banking industry rules on interbank compensation.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices at 200 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12, 2.13Section 2.14, 2.15 or 10.032.16, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available funds, free and clear of, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the an Issuing Bank or Swingline Lenders as expressly provided herein and except that payments pursuant to Sections 2.122.14, 2.132.15, 2.15 2.16 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided hereinspecified in Section 2.05 with respect to Letters of Credit issued in an Alternative Currency, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap ObligationsDollars.

Payments Generally. The Borrower shall make each payment required (a) All payments to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear of, and Borrower shall be made without condition or deduction forfor any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under by each Loan Document Borrower, with respect to principal of, interest on, and any other amounts relating to, any Eurocurrency Rate Loan, shall be made in U.S. dollarsthe Eurocurrency in which such Loan is denominated or payable, and, with respect to all other amounts payable hereunder, shall be made in Dollars. For Such payments shall be made to the avoidance Administrative Agent for the account of doubtthe respective Lenders to which such payment is owed, notwithstanding any other provision at the Administrative Agent's Office, in Same Day Funds, and (i) in the case of any Loan Document to the contraryEurocurrency payments other than in Dollars, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall later than such time on the dates specified herein as may be applied directly or indirectly determined by the Administrative Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (ii) in the case of any Dollar payments, no later than 2:00 p.m. (New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or otherwise other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Administrative Agent later than 2:00 p.m. (New York time), or later than the time specified by the Administrative Agent as provided in clause (i) above (in the case of Eurocurrency payments other than in Dollars), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Notwithstanding any other provisions of this Agreement, if and to the extent that EMU Legislation provides that amounts denominated in the euro or in NCU may be paid within a country in either the euro or the NCU of that country by crediting an account of the creditor in that country, payments hereunder may be made in either the euro or such NCU. (b) Subject to the definition of "Interest Period," if any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward repayment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. (d) Unless the relevant Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if such Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate (or in the case of a payment in a Eurocurrency other than Dollars, the Overnight Rate) from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to such Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate (or in the case of a payment in a Eurocurrency other than Dollars, the Overnight Rate) from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Committed Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the relevant Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any Excluded Swap Obligationsdefault by such Lender hereunder. A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (f) The obligations of the Lenders hereunder to make Committed Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Committed Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan or purchase its participation. (g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.122.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.12:00 noon, New York City Dallas, Texas time), on the date when due, in immediately available fundsfunds in the currency in which the underlying obligations being paid is denominated as determined pursuant hereto, free without set-off or counterclaim; provided that the Borrower shall make all payments in respect of the Foreign Currency Loans prior to the time express required hereunder (or, if no such time is expressly required, prior to 12:00 noon, the applicable Foreign Currency Office time), on the date when due, in immediately available funds and clear ofin the Foreign Currency in which such Loan is denominated, and without condition set-off or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices in New York City, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 9.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified thereinthereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document hereunder shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.

Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, interest or fees or Reimbursement Obligations, or of amounts payable under Sections 2.122.11, 2.13, 2.15 2.13 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction forcounterclaim, recoupment or setoffother than for Taxes as set forth in Section 2.13. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, may be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by at its offices at as set forth in Section 10.01(a) or as the Administrative AgentAgent shall notify the relevant parties from time to time, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 2.122.11, 2.13, 2.15 2.13 and 10.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Borrower Borrowers shall make each payment required to be made by it them hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Sections Section 2.12, 2.13, 2.15 2.15, 2.16, 10.03 or 10.0310.19, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 2:00 p.m., New York City time), on the date when due, in immediately available funds, free and clear ofwithout setoff, and without condition deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agentat its offices set forth in Section 10.01 hereto, except payments to be made directly to the any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.15 and 2.15, 2.16, 10.03 or 10.19 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If Notwithstanding anything else herein to the contrary, if any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extensionextension unless such payment is made on such next succeeding Business Day. Except as otherwise expressly provided herein, all All payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligationsexcept as expressly specified otherwise.

Payments Generally. The Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligationsreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.13, 2.15 2.16 or 10.032.17, or otherwise) on or before prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m.1:00 P.M., New York City time), on the date when due, in immediately available fundsfunds and in the currency with which the underlying obligations is denominated without set off, free deduction or counterclaim; provided that the Borrowers shall make all payments in respect of the Available Currency Loans prior to the time expressly required hereunder (or, if no such time is expressly required, prior to 12:00 noon, London England time), on the date when due, in immediately available funds and clear ofin the Available Currency in which such Loan is denominated, and without condition set off, deduction or deduction for, recoupment or setoffcounterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent pursuant to the applicable account designated to the Borrower payment instructions provided by the Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.122.15, 2.132.16, 2.15 2.17 and 10.03 shall be made directly to the persons Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Except as otherwise expressly provided herein, all payments under each Loan Document shall be made in U.S. dollars. For the avoidance of doubt, notwithstanding any other provision of any Loan Document to the contrary, no payment received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations.007751-0138-14324-Active.18437309 #86412664v10