Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent's Account for the account of the Lender Group and shall be made in immediately available funds, no later than ​ on the date specified herein. Any payment received by Agent later than ​ shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under [[Section 2.14, 2.15 or 2.16]6]6]]6], or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) prior to ​ (New York City time) on the date when due, in immediately available funds, without set‑off or counterclaim. 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 the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing Bank or the Swingline Lender as expressly provided herein and payments pursuant to [[Sections 2.14, 2.15, 2.16 and 9.03]3]3]3]]3]3], which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, 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.

Administrative Agent: ​, as the administrative agent under the Credit Agreement

Borrower. Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement and, except as set forth on [Schedule 4.01(a)], is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect on its financial condition or operations. Borrower has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. Borrower's Subsidiaries are listed on [Schedule 4.01(a)].

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

under the Credit Agreement

Payments by Borrower; Presumptions by Agents. Unless the Administrative Agent or the Canadian Agent, as applicable, shall have received notice from ​, a Canadian Borrower, or a PR Borrower, or a U.K. Borrower, as applicable, prior to the date on which any payment is due to such Agent for the account of the Lenders or the L/C Issuers hereunder that such Borrower will not make such payment, such Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due. With respect to any payment that any Agent makes for the account of any Lender or any L/C Issuer hereunder as to which such Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): # the applicable Borrower has not in fact made such payment; # such Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or # such Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuers, as the case may be, severally agrees to repay to such Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds 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 such Agent, at the greater of the Federal Funds Rate and a rate determined by such Agent in accordance with banking industry rules on interbank compensation.

Borrower Agent. Each Borrower hereby designates Borrower Agent as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications with Agent, Bank or any Lender, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect compliance with covenants), and all other dealings with Agent, Bank or any Lender. Borrower Agent, Agent and the Lenders hereby accept such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication, with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Agent shall have the right, in its discretion, to deal exclusively with Borrower Agent for any and all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

Payments by the Borrower; Presumptions by Administrative Agent. 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 Issuing Lender or the Swingline Lender 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 Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of ​, the Issuing Lender or the Swingline Lender, as the case may be, severally

Withdrawals from Restricted Payments Account by the Borrower. Upon the satisfaction of all of the conditions for Restricted Payments set forth in [Section 7.02(r)] of the Credit Agreement, the Borrower may, by delivery to the Lender of a Restricted Payments Certificate, request the transfer of all or any portion of the Monies on deposit in or credited to the Restricted Payments Account to the Pledgor. As promptly as practicable following receipt by the Lender of such Restricted Payments Certificate, so long as no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur after giving effect to any application of funds contemplated therein, the Lender shall direct the Accounts Bank to make the transfers described in such Restricted Payments Certificate. Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Restricted Payments Account to be applied pursuant to the instructions set forth in such written notification; provided, that if at the time of any such withdrawal the nominal balance of the Tracking Account is a positive amount, then the Lender shall instruct the Accounts Bank first to pay to or for the benefit of the Credit Protection Insurer the amount that corresponds to the positive balance of the Tracking Account (and the Lender shall record the amount of such payment as a debit in the Tracking Account) and thereafter to pay to the Pledgor any remaining amount available to be released from the Restricted Payments Account.