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Calculation of Amounts. Except as set forth below, all amounts referenced in this Article II shall be calculated using the Dollar Amount determined based upon the Equivalent Amount in effect as of the date of any determination thereof; provided, however, that to the extent the Borrowers shall be obligated hereunder to pay in Dollars any Advance denominated in a currency other than Dollars, such amount shall be paid in Dollars using the Dollar Amount of the Advance (calculated based upon the Equivalent Amount in effect on the date of payment thereof). Notwithstanding anything herein to the contrary, in connection with Obligations payable by the Borrowers, the full risk of currency fluctuations shall be borne by the Borrowers and each Borrower agrees to indemnify and hold harmless the Administrative Agent, the Lenders and the Issuing Banks from and against any loss resulting from any borrowing denominated in any Agreed Currency other than Dollars that is not repaid to the Lenders on the date of such borrowing.

Types and Amounts. No Issuing Bank shall have any obligation to, and the Issuing Bank shall not:

Other Amounts Payable. Within ​ days after the end of each calendar quarter, each Party will invoice the other Party for any amounts owed by the other Party under this Agreement that are not otherwise accounted for in this [Article 11], including Manufacturing Costs pursuant to [Article 9] and Third Party Payments that are the responsibility of one Party or the other pursuant to [Section 10.7]. The owing Party will pay any undisputed amounts that have not been so offset within ​ days of receipt of the invoice, and any disputed amounts owed by a Party will be paid within ​ days of resolution of the dispute.

There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in [Section 402(g)(1)(B)] of the Code and results in the termination of the Participant's entire interest in the Plan.

De Minimis Amounts. A payment may be accelerated if # the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), and (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Treas. Reg. § 1.409A-1(c)(2).

Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer shall withhold from that portion of the Participant’s Salary and Bonus, that are not being deferred, in a manner determined by the Employer, the Participant’s share of any Employer-provided welfare and fringe benefits elected by the Participant and/or FICA or other employment taxes on such Annual Deferral Amount, as determined by the Committee in its sole discretion. If necessary, the Committee may reduce the Annual Deferral Amount in order to satisfy the Participant’s election with respect to Employer-provided welfare and fringe benefits and the Employer’s obligation to withhold FICA and other employment taxes.

Inadequately Identified Amounts. In the event that the Lender receives notice from the Accounts Bank with respect to any amount which is inadequately or incorrectly identified as to the Project Account into which such amount is to be credited, the Lender shall notify the Borrower of such event and shall consult with the Borrower as to the Project Account into which such amount should be credited. The Lender shall direct the Accounts Bank to credit such amount to the Revenue Account until such time as the Lender and the Borrower agree on which other Project Account should be credited in accordance with the Financing Documents, in which case the Lender shall direct the Accounts Bank to credit such amount to the such other Project Account.

Limitations on Amounts. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension # the aggregate LC Exposure at such time of the Issuing Banks (determined for these purposes without giving effect to the participations therein of the pursuant to paragraph # of this [Section 2.05]) shall not exceed $50,000,000, and the LC Exposure at such time of any Issuing Bank (determined for these purposes without giving effect to the participations therein of the pursuant to paragraph # of this [Section 2.05]) shall not exceed the amount set forth opposite the name of such Issuing Bank on [Schedule IX] (or such greater amount as may be agreed between the Borrower and such Issuing Bank from time to time), # the total Revolving Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitments and the total Revolving Dollar Credit Exposure shall not exceed the aggregate Dollar Commitments, # with respect to each Issuing Bank, the sum of such Issuing Bank’s outstanding Revolving Loans, LC Exposure and Swingline Exposure (if any) of such Class shall not exceed its Commitment of such Class and # the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

Additional Payment Amounts. On each of the first, second and third anniversary of the Initial Closing Date, the Company shall deliver to the Purchaser, in immediately available funds, the applicable portion of the Additional Payment Amounts to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to such date.

Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

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