Common use of General Provisions as to Payments Clause in Contracts

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout set-off, counterclaim or other deduction, to the Administrative Agent at its address referred to New York Office. The Borrowers shall make each payment of principal of, and interest on, the Alternative Currency Loans and of Letter of Credit Liabilities denominated in Section 9.1an Alternative Currency in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, it being understood that written without set-off, counterclaim or facsimile notice by the Borrower other deduction, to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountits London Office. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account respective accounts of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Loans, fees and fees reimbursements of LC Disbursements hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1its Administrative Questionnaire (or to an Issuing Bank, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making case of such payment payments to the extent of such funds held in such accountbe made directly to an Issuing Bank as expressly provided herein), without set-off or counterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and Lenders, or to each applicable Issuing Bank in the extent that the Administrative Agent shall receive any such payment case of payments for the account of one or more of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateIssuing Banks. Whenever any payment of principal of, or interest on the on, any Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans and Money Market LIBOR Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar monthmonth or falls after the Maturity Date, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Absolute Rate Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make (i) each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.19.01 and (ii) each payment of Reimbursement Obligations and any other amounts payable in connection with the Letters of Credit in accordance with the provisions of Section 2.16, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds and in the Borrower’s account maintained at the Administrative Agent shall constitute the making of each case such payment to the extent of such funds held in such accountshall be made without any set-off, counterclaim or deduction whatsoever. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or Swingline Loans or of fees or of Reimbursement Obligations shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar any Euro-Dollar Loans or Money Market LIBOR Loan shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, any Money Market Absolute Rate Loan shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal or any Reimbursement Obligation is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City Chicago time) on the date when due, of in Federal or other funds immediately available in New York, New YorkChicago, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) if received prior to 12:00 noon, on the same Domestic Business Day Day, if received after receipt thereof12:00 noon on the immediately following Domestic Business Day) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York City Chicago time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Each payment hereunder shall make each payment of the principal of and interest on the Loans and fees hereunder, be made without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal in federal or other funds immediately available in New York, New York, to the Administrative Agent at its address the address(es) referred to in Section 9.16.01. Without limiting the foregoing, it being understood that written each Guarantor shall make all payments hereunder free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or facsimile notice conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower to the Administrative Agent Guarantor is compelled by law to make a payment from such deduction or withholding. Subject to Section 3.01 of the funds Credit Agreement, if any such obligation (other than one arising in the Borrower’s account maintained at the Administrative Agent shall constitute the making respect of Excluded Taxes) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such payment Guarantor will pay to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the BanksSecured Parties, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the applicable Secured Party or Parties to receive the same net amount which it or they would have received on such due date had no such obligation been imposed upon such Guarantor. If and to the extent that the Administrative Agent shall receive any such payment for the account The obligations of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), Guarantors under this paragraph shall survive the payment in full of the Guaranteed Obligations and the Administrative Agent termination of this Agreement. The obligations hereunder shall not have distributed to be affected by any Bank its applicable share acts of such payment any legislative body or governmental authority affecting any Borrower, any Guarantor or any Other Loan Party, including but not limited to, any restrictions on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from conversion of currency or repatriation or control of funds or any total or partial expropriation of any Borrower’s property or the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever property of any payment of principal ofGuarantor or any Other Loan Party, or interest on by economic, political, regulatory or other events in the Base Rate Loans countries where any Borrower, any Guarantor or of fees shall be due on a day which any Other Loan Party is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended timelocated.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City timeor local time to the principal financial center of the Alternate Currency in question, as applicable) on the date when due, or, with respect to Money Market Loans, fund such payment of the principal of and interest on the Loans and fees hereunder such that the Designating Lender shall receive payment from Administrative Agent by 12:00 P.M. (New York City time or local time to the principal financial center of the Alternate Currency in question), of Federal or other funds immediately available in New York, New YorkYork or, in the case of any Alternate Currency, the principal financial center of the Alternate Currency in question, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver a federal reference number evidencing such wire to the Administrative Agent to make a payment from as soon as possible thereafter on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day (or, with respect to Alternate Currencies, one (1) Euro-Dollar Business Day) after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City timeor local time to the principal financial center of the Alternate Currency in question, as applicable) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Absolute Rate Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Money Market IBOR Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and fees hereunder, and (except to the extent otherwise provided in Section 2.16) LC Disbursements, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer (a) with respect to each such payment in Dollars, not later than 12:00 Noon (New York City time) on the date when due, of Federal in funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred the Domestic Funding Office, and (b) with respect to each such payment in Section 9.1an Alternate Currency, it being understood that written or facsimile notice by not later than 11:00 A.M. (London time) on the Borrower date when due, in funds immediately available in London, to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute Alternate Currency Funding Office. Except as otherwise provided in Section 8.5, the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly distribute (and in any event within one (1i) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks and (ii) to the extent that each Issuing Bank each payment received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Issuing Bank, at the Federal Funds Rate. Whenever any payment hereunder (other than payments in respect of principal ofany Committed Euro-Dollar Loan, any Committed Alternate Currency Loan, or interest on the Base Rate Loans or of fees any Money Market Margin Auction Loan) shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment payments in respect of principal ofany Committed Euro-Dollar Loan, any Committed Alternate Currency Loan, or interest on, the Eurodollar Loans any Money Market Margin Auction Loan shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment of the principal of, or interest on, a Loan or an LC Disbursement shall be payable in the Agreement Currency in which such Loan or LC Disbursement is denominated, and all such payments of fees pursuant to Section 2.8 shall be payable in Dollars.

General Provisions as to Payments. (a) The Each Borrower shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of without setoff, counterclaim or deduction, in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.19.01. Each Borrower shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a payment from the funds in Company and the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountBanks. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Each --------------------------------- Borrower shall make each payment of principal of, and interest on, its Syndicated Loans, Swingline Loans and Money Market Loans and the Company shall make each payment of facility and letter of credit fees and all other amounts payable hereunder (other than payments of principal of and interest on the Negotiated Rate Loans and fees hereunderreimbursement of LC Disbursements), without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 A.M. (New York City time) on the date when due, of Federal funds in U.S. Dollars immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account10.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Each Borrower shall make each payment of principal of, and interest on, its Negotiated Rate Loans, not later than 11:00 A.M. (local time at the relevant Domestic Lending Office) on the date when due, to the extent Bank which made such Loan at its Domestic Lending Office, in U.S. Dollars immediately available in the city in which such Bank's Domestic Lending Office is located; provided that the Administrative Agent shall receive any such payment for the account -------- all payments of the Banks on or before 11:00 a.m. (New York City time) principal of and interest on any Business Day (or Eurodollar Business Day, Negotiated Rate Loan that is denominated in a currency other than U.S. Dollars shall be payable in the currency in which such Negotiated Rate Loan is denominated and at such location as applicable), agreed between the Company and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Each Borrower shall make each reimbursement of an LC Disbursement in respect of Letters of Credit issued for its account as provided in Section 2.06(f). Whenever any payment of principal of, or interest on on, or the Base Rate Domestic Loans or any payment of facility and letter of credit fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Business Day falls as a result thereof it would fall in another the next calendar month, in which case such date for payment shall be advanced to the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the immediately preceding Eurodollar next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or this Section or otherwise, interest thereon shall be payable for such extended timetime at the rate in effect on the initial date for payment. All payments hereunder shall be made without any deduction whatsoever (other than for any Tax subject to the provisions of Section 2.17), including, but not limited to, any deduction for any set-off, recoupment or counterclaim.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) Pittsburgh time on the date when due, of in Federal or other funds immediately available in New York, New YorkPittsburgh, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice . If any such payment is received by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of later than 12:00 Noon Pittsburgh time, such payment to shall be treated as having been made on the extent of such funds held in such accountnext Domestic Business Day or Euro-Dollar Business Day, as applicable. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) 12:00 Noon Pittsburgh time on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 a.m. (New York City Dallas, Texas time) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New YorkTexas, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York City Dallas, Texas time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayBusiness Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City timeDallas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New Yorkor, in the case of any Alternate Currency Loans, in the applicable Alternate Currency immediately available in the principal financial center of the Alternate Currency in question, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) if received prior to 12:00 noon, on the same Business Day Day, if received after receipt thereof12:00 noon on the immediately following Business Day) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York City timeDallas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayBusiness Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and fees hereunder, and (except to the extent otherwise provided in Section 2.16) LC Disbursements, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer (a) with respect to each such payment in Dollars, not later than 12:00 Noon (New York City time) on the date when due, of Federal in funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred the Domestic Funding Office, and (b) with respect to each such payment in Section 9.1an Alternate Currency, it being understood that written or facsimile notice by not later than 11:00 A.M. (London time) on the Borrower date when due, in funds immediately available in London, to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute Alternate Currency Funding Office. Except as otherwise provided in Section 8.5, the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly distribute (and in any event within one (1i) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and , (ii) to the extent that each Issuing Bank each payment received by the Administrative Agent shall receive any for the account of such Issuing Bank and (iii) to the Swingline Bank each payment received by the Administrative Agent for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Swingline Bank, at the Federal Funds Rate. Whenever any payment hereunder (other than payments in respect of principal ofany Committed Euro-Dollar Loan, any Committed Alternate Currency Loan, or interest on the Base Rate Loans or of fees any Money Market Margin Auction Loan) shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment payments in respect of principal ofany Committed Euro-Dollar Loan, any Committed Alternate Currency Loan, or interest on, the Eurodollar Loans any Money Market Margin Auction Loan shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment of the principal of, or interest on, a Loan or an LC Disbursement shall be payable in the Agreement Currency in which such Loan or LC Disbursement is denominated, and all such payments of fees pursuant to Section 2.8 shall be payable in Dollars.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon p.m. (New York, New York City time) on the date when due, of in Federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 1:00 p.m. (New York, New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayBusiness Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment of the principal of of, and interest on on, the Loans and Unreimbursed Amounts and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder not later than 12:00 Noon (New York City time) 2:00 p.m. on the date when due, of Federal in federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred specified in or pursuant to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountSECTION 9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account respective accounts of the Banks. If and to the extent that All payments received by the Administrative Agent after 2:00 p.m. shall receive any such payment for be deemed received on the account of the Banks on or before 11:00 a.m. (New York City time) on any next succeeding Business Day (and any applicable interest or Eurodollar Business Day, as applicable), and fee shall continue to accrue; PROVIDED that payment shall be deemed received by 2:00 p.m. if the Borrower provides the Administrative Agent shall not have distributed to any with written confirmation of a Federal Reserve Bank its applicable share of such payment New York reference number no later than 4:00 p.m. on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateBusiness Day. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loans, Unreimbursed Amounts or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) Pittsburgh time on the date when due, of in Federal or other funds immediately available in New York, New YorkPittsburgh, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice . If any such payment is received by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of later than 12:00 Noon Pittsburgh time, such payment to shall be treated as having been made on the extent of such funds held in such accountnext Domestic Business Day or Euro-Dollar Business Day, as applicable. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) 12:00 Noon Pittsburgh time on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro- Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro- Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Borrower shall otherwise instruct the Administrative Agent, each payment of principal made by Borrower hereunder shall be first applied to reduce amounts allocated to the Working Capital Sublimit to the extent that advances have been so allocated.

General Provisions as to Payments. (a) The Each Borrower shall make each payment of the principal of of, and interest on the on, Loans made to it and of fees hereunderhereunder owing by it, without set-off or counterclaim, by initiating a wire transfer not later than (w) 12:00 Noon (New York City time) on the date when duedue with respect to each Borrowing denominated in Dollars, of Federal (x) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Euro, (y) 12:00 Noon (London time) on the date when due with respect to each Borrowing denominated in Pounds Sterling and (z) 12:00 Noon (local time) on the date when due with respect to each Borrowing denominated in an Alternative Currency (other than Euro and Pounds Sterling), in the applicable currency in funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.111.01, except that each payment of principal of, and interest on, Swingline Loans shall be made to the applicable Swingline Lender at its address referred to in Section 11.01. Each Borrower shall make each payment of principal of, and interest on, the Alternative Currency Loans owing by it being understood that written or facsimile notice in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been agreed by the Borrower to the Administrative Agent to make a and the Company, except that each payment from the funds in the Borrower’s account maintained at the Administrative Agent of principal of, and interest on, Swingline Loans shall constitute the making of such payment be made to the extent of such funds held applicable Swingline Lender at its address referred to in such accountSection 11.01. In any event, all payments to be made by any Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans denominated in Dollars or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term SOFR Loans, Daily Simple SOFR Loans or Alternative Currency Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. For the avoidance of doubt, the obligations of each Borrower hereunder are several and not joint, and no Borrower shall be liable for the obligations of another Borrower hereunder except (i) in the case of any Borrower that is also a Guarantor, to the extent expressly set forth in Article 10 or (ii) in the case of a merger or consolidation of a Borrower with and into another Borrower, the surviving Borrower shall automatically assume the obligations of the non-surviving Borrower hereunder.

General Provisions as to Payments. (a) The All payments and indemnities required to be made by Borrower under any of the Loan Documents shall be joint and several obligations of Borrower and each Guarantor Subsidiary. Borrower shall make each payment of the principal of and interest on the Loans Loan and all fees hereunder, without set-off payable hereunder or counterclaim, by initiating a wire transfer under any other Loan Document not later than 12:00 Noon noon (New York City Dallas time) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New YorkTexas, to the Administrative Agent at its Administrative Agent’s Dallas address referred to for payments set forth in Section 9.1Schedule I, it being understood that written without setoff, counterclaim or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountreduction. The Administrative Agent will promptly (and if such payment is received by Administrative Agent by 12:00 noon (Dallas, Texas time), and otherwise if reasonably possible, on the same Business Day, and in any event within one (1) not later than the next Business Day after receipt thereofof such payment) distribute to each Bank its ratable share Lender a payment on the applicable Note, in accordance with the amount of such BankLender’s relevant outstanding Loans, pro rata share of each such payment received by Administrative Agent. For purposes of calculating accrued interest on the Loan, any payment received by Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. as aforesaid by 12:00 noon (New York City Dallas, Texas time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment be deemed made on such day; otherwise, such payment shall be deemed made on the next Business Day after receipt by Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on the Base Rate Loans Loan, or of any fees under the Loan Documents, shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by pursuant to the preceding or operation of law or otherwise, interest thereon shall be payable for such extended time. If Administrative Agent shall fail to deliver to any Lender such Lender’s pro rata portion of any principal, interest or fees received by Administrative Agent as required by this Agreement, then in addition to its pro rata portion of such payment, such Lender shall be entitled to receive from Administrative Agent interest on the amount which has failed to be timely paid at the Federal Funds Rate, for the period commencing on the date Administrative Agent was required to deliver such payment and ending on (but excluding) the date such payment is made.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City timetime or 11:00 a.m. local time in the Principal Financial Center of the Alternate Currency in question, as applicable) on the date when due, of Federal or other funds immediately available in New York, New York, to or, in the Administrative Agent at its address referred to case of any Alternate Currency (other than Canadian Dollars), the Principal Financial Center of the Alternate Currency in Section 9.1question, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make the account referred to in Section 10.1, and such Borrower shall deliver a payment from the funds federal reference number (or, in the Borrower’s account maintained at the case of an Alternate Currency, other customarily applicable reference number) evidencing such wire to Administrative Agent shall constitute as soon as possible thereafter on the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof (or, with respect to Euro-Dollar Loans denominated in Alternate Currencies, one (1) Euro-Dollar Business Day, after receipt thereof)) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City timetime or local time in the Principal Financial Center of the Alternate Currency in question, as applicable) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or the Canadian Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans (other than Canadian Base Rate Loans) shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Each Borrower shall make each payment of the principal of of, and interest on on, the Loans and Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout defense, set-off or counterclaim and free of any restriction or condition, to the Administrative Agent at its address referred to in Section 9.110.01. Each Borrower shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Committed Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been notified by the Applicable Agent to such Borrower and the Lenders by at least three Euro-Currency Business Days' notice (or, solely in the case of Alternative Currency Borrowings denominated in Sterling, by at least one Euro-Currency Business Days' notice). The Borrower may specify in any notice delivered to the Administrative Agent and the Applicable Agent with respect to any Alternative Currency, one or more locations from which such Borrower may make a payment from the funds payments of principal or of interest on any Committed Alternative Currency Loan in the Borrower’s account maintained at such Alternative Currency; provided that the Administrative Agent shall constitute the making of approve such payment to the extent of such funds held in such accountlocation. The Administrative Applicable Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loans, Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. Whenever any payment of principal of or interest on Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal in Dollars in funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.111.01. The Borrowers shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been agreed by the Borrower to the Administrative Agent and the Company. In any event, all payments to make a payment from be made by the funds in the Borrower’s account maintained at the Administrative Agent Borrowers hereunder shall constitute the making of such payment to the extent of such funds held in such accountbe made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans, Swingline Loans or Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. Whenever any payment of Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1. Any payment which is received on any Domestic Business Day after the time specified in the preceding sentence shall be deemed to have been made on the immediately succeeding Domestic Business Day. All amounts due hereunder shall be payable, it being understood that written without any counterclaim, setoff or facsimile notice by deduction whatsoever, at the Borrower to the office of Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the address set forth on the signature page of this Agreement or at such other place as Administrative Agent shall constitute the making of such payment may from time to the extent of such funds held time designate in such accountwriting. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) shall distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the BanksBanks on the same day as received by the Administrative Agent if received by the Administrative Agent by 3:00 p.m. (New York City time), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on the immediately following Domestic Business Day. Whenever any payment of principal of, or interest on, the Alternate Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 3:00 P.M. (New York City time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Co-Borrowers shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 8.03, Section 8.04 or Section 8.05, or otherwise) prior to (i) in the principal case of payments denominated in Dollars, 12:00 noon, New York City time and interest on (ii) in the Loans and fees hereundercase of payments denominated in an Available Currency, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City noon, Available Currency Office time) , in each case, on the date when duedue or the date fixed for any prepayment hereunder, of Federal funds in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in New Yorkthe discretion of the Administrative Agent, New Yorkbe deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its address referred offices in New York City or, in the case of a Credit Event denominated in an Available Currency, the Administrative Agent’s Available Currency Office for such currency, except payments to in be made directly to Issuing Banks or Swingline Bank as expressly provided herein and except that payments pursuant to Section 9.18.03, it being understood that written or facsimile notice by the Borrower Section 8.04, Section 8.05 and Section 9.03 shall be made directly to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountPersons entitled thereto. The Administrative Agent will promptly (and shall distribute any such payments denominated in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment same currency received by the Administrative Agent it for the account of any other Person to the Banksappropriate recipient promptly following receipt thereof. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees hereunder shall be due on a day which that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever , and, in the case of any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwiseaccruing interest, interest thereon shall be payable for the period of such extended timeextension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Available Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or the Co-Borrowers are not able to make payment to the Administrative Agent for the account of the Banks in such Original Currency, then all payments to be made by the Co-Borrowers hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Co-Borrowers take all risks of the imposition of any such currency control or exchange regulations.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City timeEastern Time) on the date when due, without regard to any rights of setoff or counterclaim, recoupment or other deduction, in Federal or other funds immediately available in New YorkCharlotte, New YorkNorth Carolina, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and attributable to the extent that the Administrative Agent shall receive any such payment Bank's Loans for the account of the Banks on the same day as received by the Administrative Agent if received by the Administrative Agent by 2:00 p.m. (Eastern Time), or, if received by the Administrative Agent after 2:00 p.m. (Eastern Time), on the immediately following Domestic Business Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City timetime or 11:00 a.m. local time in the Principal Financial Center of the Alternate Currency in question) on the date when due, of Federal or other funds immediately available in New York, New York, to or, in the Administrative Agent at its address referred to case of any Alternate Currency (other than Canadian Dollars), the Principal Financial Center of the Alternate Currency in Section 9.1question, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make the account referred to in Section 10.1, and such Borrower shall deliver a payment from the funds federal reference number (or, in the Borrower’s account maintained at the case of an Alternate Currency, other customarily applicable reference number) evidencing such wire to Administrative Agent shall constitute as soon as possible thereafter on the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof (or, with respect to Euro-Dollar Loans denominated in Alternate Currencies, one (1) Euro-Dollar Business Day, after receipt thereof)) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City timetime or local time in the Principal Financial Center of the Alternate Currency in question) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or the Canadian Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans (other than Canadian Base Rate Loans) shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower and any Additional Borrower, as applicable, shall make each payment of the principal of and or interest on the Loans and of fees hereunder, without set-off off, counterclaim or counterclaimdeduction of any kind, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its New York address referred to in Section 9.1, it being understood provided that written any such payments made in respect of Euro Loans or facsimile notice by other Loans denominated in a Foreign Currency shall be made not later than 12:00 Noon (London time) on the Borrower date when due, in funds immediately available in London, to the Administrative Agent at its London address referred to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountSection 9.1. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day, provided that in the case of Money Market Loans denominated in Dollars, whenever any payment of principal of, or interest on, such Dollar-denominated Money Market Loans shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Dollars in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account11.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower shall make each payment of the interest and principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 10:00 A.M. (New York City San Francisco time) on the date when due, of in Federal or other funds immediately available in New York, New YorkSan Francisco, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Domestic Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 10:00 A.M. (New York City San Francisco time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar LIBOR Loans shall be due on a day which is not a Eurodollar LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar LIBOR Business Day unless such Eurodollar LIBOR Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar LIBOR Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower and each Additional Borrower, as applicable, shall make each payment required to be made by it hereunder (whether of the principal of and principal, interest on the Loans and Loans, fees hereunderor amounts payable under Sections 2.13, 2.15, 2.17, 8.3 or 9.3, or otherwise) without set-off off, counterclaim or counterclaimdeduction of any kind (in each case, unless required by initiating a wire transfer law or otherwise by this Agreement), not later than 12:00 Noon noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its New York address referred to in Section 9.1, it being understood except that written payments required to be made directly to the Issuing Bank shall be so made and payments pursuant to Sections 2.13, 2.15, 2.17, 8.3 or facsimile notice by 9.3 shall be made directly to the Borrower Persons entitled thereto; provided that any such payments made in respect of Euro Loans or other Loans denominated in a Foreign Currency shall be made not later than 12:00 noon (London time) on the date when due, in funds immediately available in London in the applicable Foreign Currency, to the Administrative Agent at its London address referred to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountSection 9.1. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day; provided that in the case of Money Market Loans denominated in Dollars, whenever any payment of principal of, or interest on, such Dollar-denominated Money Market Loans shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) (i) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans denominated in dollars and of fees hereunder, without deduction, set-off off, defense, recoupment or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal in federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to the applicable Agent’s Account and (ii) the Borrowers shall make each payment of principal of, and interest on, the Loans denominated in Section 9.1euros, it being understood that written without deduction, set-off, defense, recoupment or facsimile notice by counterclaim, not later than 12:00 Noon (New York City time) on the Borrower date when due, in funds immediately available to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountapplicable Agent’s Account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks in the same type and to the extent that the Administrative Agent shall receive any such payment for the account currency of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratefunds. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, unless such Business Day occurs after the Maturity Date, in which case the date for payment then shall be the immediately preceding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term Benchmark Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, or occurs after the Maturity Date, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal in Dollars in funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.111.01. The Borrowers shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been agreed by the Borrower to the Administrative Agent and the Company. In any event, all payments to make a payment from be made by the funds in the Borrower’s account maintained at the Administrative Agent Borrowers hereunder shall constitute the making of such payment to the extent of such funds held in such accountbe made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. Whenever any payment of Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 a.m. (New York City timeDallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New YorkTexas, or, in the case of any Alternate Currency Loans, in the applicable Alternate Currency immediately available in the principal financial center of the Alternate Currency in question, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written in each case without defense, setoff or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountcounterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York City timeDallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayBusiness Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on the on, Dollar-Denominated Loans and Letters of Credit Liabilities and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer in Dollars not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.19.01, it being understood that written without offset or facsimile notice counterclaim. The Borrower shall make each payment of principal of, and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, for the account of the Administrative Agent at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a payment from the funds in Borrower and the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountBanks by not less than four Euro-Currency Business Days' notice. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If , in the currency and to the extent that type of funds received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or Letters of Credit Liabilities or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans or Money Market LIBOR Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Absolute Rate Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Obligors shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred in New York City specified in or pursuant to Section 9.01. The Obligors shall make each payment of principal of, and interest on, the Alternative Currency Loans in Section 9.1the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, it being understood that written or facsimile notice to such account and at such time and at such place as shall have been notified by the Borrower Agent to the Administrative Agent to make a payment from Borrower and the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountBanks. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account respective accounts of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) (i) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans denominated in dollars and of fees hereunder, without deduction, set-off off, defense, recoupment or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City timeEastern time (standard or daylight, as applicable)) on the date when due, of Federal in federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to the applicable Agent’s Account and, (ii) the Borrowers shall make each payment of principal of, and interest on, the Loans denominated in Section 9.1euros, it being understood that written without deduction, set-off, defense, recoupment or facsimile notice by counterclaim, not later than 12:00 Noon (Eastern time (standard or daylight, as applicable)) on the Borrower date when due, in funds immediately available to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountapplicable Agent’s Account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks in the same type and to the extent that the Administrative Agent shall receive any such payment for the account currency of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratefunds. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day, unless such Domestic Business Day occurs after the Termination Date, in which case the date for payment then shall be the immediately preceding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Eurocurrency Loans shall be due on a day which is not a Eurodollar Eurocurrency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Eurocurrency Business Day unless such Eurodollar Eurocurrency Business Day falls in another calendar month, or occurs after the Termination Date, in which case the date for payment thereof shall be the immediately preceding Eurodollar Eurocurrency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of the principal principal, interest, fees or reimbursement of and interest on the Loans and fees hereunderLC Disbursements, without set-off or counterclaimof amounts payable under Section 8.03, by initiating a wire transfer not later than 12:00 Noon (Section 8.04 or Section 8.05, or otherwise) prior to 1:00 p.m., New York City time) time on the date when duedue or the date fixed for any prepayment hereunder, of Federal funds in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in New Yorkthe discretion of the Administrative Agent, New Yorkbe deemed to have been received on the next succeeding Business Day solely for purposes of calculating interest thereon and not, for the avoidance of doubt, for purposes of determining whether a payment has been received (it being understood and agreed that any payment received after 1.00 p.m. on the applicable date shall not constitute a Default or Event of Default hereunder so long as such payment is received on the date such payment is due). All such payments shall be made (i) in the same currency in which the applicable Credit Event was made and (ii) to the Administrative Agent at its address referred offices in New York City, except payments to in be made directly to Issuing Banks or Swingline Bank as expressly provided herein and except that payments pursuant to Section 9.18.03, it being understood that written or facsimile notice by the Borrower Section 8.04, Section 8.05 and Section 9.03 shall be made directly to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountPersons entitled thereto. The Administrative Agent will promptly (and shall distribute any such payments denominated in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment same currency received by the Administrative Agent it for the account of any other Person to the Banksappropriate recipient promptly following receipt thereof. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees hereunder shall be due on a day which that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever , and, in the case of any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwiseaccruing interest, interest thereon shall be payable for the period of such extended timeextension.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Dollars in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account11.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Each Borrower shall make each payment of the principal of of, and interest on on, the Loans and Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout defense, set-off or counterclaim and free of any restriction or condition, to the Administrative Agent at its address referred to in Section 9.110.01. Each Borrower shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Committed Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been notified by the Applicable Agent to such Borrower and the Lenders by at least three Euro-Currency Business Days’ notice (or, solely in the case of Alternative Currency Borrowings denominated in Sterling, by at least one Euro-Currency Business Days’ notice). The Borrower may specify in any notice delivered to the Administrative Agent and the Applicable Agent with respect to any Alternative Currency, one or more locations from which such Borrower may make a payment from the funds payments of principal or of interest on any Committed Alternative Currency Loan in the Borrower’s account maintained at such Alternative Currency; provided that the Administrative Agent shall constitute the making of approve such payment to the extent of such funds held in such accountlocation. The Administrative Applicable Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loans, Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. Whenever any payment of principal of or interest on Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout set-off, counterclaim or other deduction, to the Administrative Agent at its address referred to New York Office. The Borrowers shall make each payment of principal of, and interest on, the Alternative Currency Loans and of Letter of Credit Liabilities denominated in Section 9.1an Alternative Currency in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, it being understood that written without set-off, counterclaim or facsimile notice by the Borrower other deduction, to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountits London Office. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account respective accounts of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro‑Currency Loans shall be due on a day which is not a Eurodollar Euro‑Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro‑Currency Business Day unless such Eurodollar Euro‑Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro‑Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout set-off or counterclaim, to the Administrative Servicing Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Servicing Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Servicing Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Servicing Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Servicing Agent may assume that the Borrower has made such payment in full to the Servicing Agent on such date and the Servicing Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Servicing Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Servicing Agent, at the Federal Funds Rate. Section 2.14.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Dollars in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.111.01. The Borrowers shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a payment from the funds in Company and the Borrower’s account maintained at Lenders. In any event, all payments to be made by the Administrative Agent Borrowers hereunder shall constitute the making of such payment to the extent of such funds held in such accountbe made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. Whenever any payment of principal of or interest on Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate. SECTION 2.13.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of Federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver a federal reference number evidencing such wire to the Administrative Agent to make a payment from as soon as possible thereafter on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City time) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by Borrower under this Agreement, the Notes or any other Loan Document shall make each payment of the principal of and interest on the Loans and fees hereunderbe made in Dollars, in immediately available funds, without set-off setoff, deduction or counterclaim, by initiating a wire transfer to Agent at its Lending Office, not later than 12:00 Noon (New York City time) 11:00 a.m. on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of on which such payment to the extent of such funds held in such account. The Administrative Agent will promptly shall become due (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The parties agree that if Borrower makes any payment due hereunder after 11:00 a.m. but before 5:00 p.m. on the date such payment is due, such late payment shall not constitute a Default under Section 8.1.(a) but shall nevertheless for all other purposes, including but not limited to, the calculation of interest, be deemed to have been paid as of the next succeeding Business Day as provided in the parenthetical phrase of the preceding sentence. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender, by wire transfer of immediately available funds in accordance with the Banks. If and wiring instructions provided by such Lender to the extent that the Administrative Agent shall receive any such payment from time to time, for the account of such Lender at the Banks on applicable Lending Office of such Lender. Each payment received by Agent for the account of Swingline Lender under this Agreement or before 11:00 a.m. (New York City the Swingline Note shall be paid to Swingline Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by Swingline Lender to the Agent from time to time) on any . In the event Agent fails to pay such amounts to such Lender or Swingline Lender, as the case may be, within one Business Day (or Eurodollar Business Dayof receipt by Agent, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment pay interest on such day, the Administrative Agent shall distribute such amount at a rate per annum equal to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateRate from time to time in effect. Whenever If the due date of any payment of principal of, under this Agreement or interest on the Base Rate Loans or of fees shall be due any other Loan Document would otherwise fall on a day which is not a Business Day, the Day such date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or Day and interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for the period of such extended timeextension.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Lead Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Lead Agent will promptly (and in any event within one (1) Domestic Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Lead Agent for the account of the Banks. If and to the extent that the Administrative Lead Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York City time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Lead Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Lead Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Lead Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro- Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without deduction, set-off off, defense, recoupment or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds in immediately available in New York, New York, funds to the Administrative Agent at its address referred specified in or pursuant to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account11.1. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day, unless such Domestic Business Day occurs after the Termination Date, in which case the date for payment then shall be the next preceding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar LIBOR Loans shall be due on a day which is not a Eurodollar London Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar London Business Day unless such Eurodollar London Business Day falls in another calendar month, or occurs after the Termination Date, in which case the date for payment thereof shall be the immediately next preceding Eurodollar London Business Day. Whenever any payment of principal of, or interest on, the EURIBOR Loans or Euro Reference Rate Loans shall be due on a day which is not a TARGET Day, the date for payment thereof shall be extended to the next succeeding TARGET Day unless such TARGET Day falls in another calendar month, or occurs after the Termination Date, in which case the date for payment thereof shall be the next preceding TARGET Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. All amounts owing under this Agreement (excluding principal of, and interest on, any Loan denominated in an Agreed Currency other than Dollars or payments relating to any such Loan required under Section 2.14, which are payable in such Agreed Currency) are payable in Dollars.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. Section 2.13. [Reserved]. Section 2.14.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, or, with respect to Money Market Loans, fund such payment of the principal of and interest on the Loans and fees hereunder such that the Designating Lender shall receive payment from Administrative Agent by 12:00 P.M. (New York City time), of Federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City time) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Non-IBOR Rate Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Money Market IBOR Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and fees hereunderLoans, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 A.M. (New York City Atlanta, Georgia time) on the date when due, of in Federal or other funds (subject to paragraph (c) below with respect to Foreign Currency Loans) immediately available in New York, New Yorkat the place where payment is due, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by set forth on the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratesignature pages hereof. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, of or interest on, the Eurodollar Fixed Rate Loans shall be due on a day which is not a Eurodollar Fixed Rate Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Fixed Rate Business Day unless such Eurodollar Fixed Rate Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Fixed Rate Business Day. All payments of principal and interest with respect to Foreign Currency Loans shall be made in the Foreign Currency in which borrowed; provided, however, with respect to any Borrowing of any Foreign Currency which during the Interest Period therefor has been replaced entirely by the Euro, such Foreign Currency Borrowing may be repaid in Euros. All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding, with respect to the Agent, any Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder (i) taxes imposed on or measured by its net income, franchise taxes and branch profits taxes imposed on it, in each case, by the jurisdiction under the laws of which such recipient is organized or any political subdivision thereof and, in the case of any Bank, taxes imposed on such Bank (or Transferee) as a result of any present or former connection between such Bank (or Transferee) and the jurisdiction of the governmental authority or taxing authority imposing such tax or any political subdivision thereof or therein (other than solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (ii) any taxes that are attributable to the failure of any Non-U.S. Lender) to comply with this Section 2.11(d) (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Agent or such Bank (or Transferee), as the case may be, in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Agent or such Bank (or Transferee) additional amounts ("Additional Amounts") as may be necessary in order that the amount received by the Agent or such Bank (or Transferee) after the required withholding or other payment shall equal the amount the Agent or such Bank (or Transferee) would have received had no such withholding or other payment been made. In the event a Bank (or Transferee) receives a refund of any (i) Taxes paid by the Borrower, or as to which tax the Borrower has paid Additional Amounts, pursuant to this Section 2.11(d) or Other Taxes, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Bank (or Transferee) is required to return such refund, the Borrower shall promptly repay to such Bank (or Transferee) the amount of such refund. If a Bank (or Transferee) is not a United States person as defined in Section 7701(a) (30) of the Code (a "Non-U.S. Lender"), and such Bank (or Transferee) is entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement, such Bank (or Transferee) shall deliver to the Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. The Borrower shall not be required to pay any Additional Amounts in respect of any withholding tax pursuant to Section 2.11(d) to the extent that the obligation to withhold amounts with respect to such withholding tax (i) was in effect and would apply to amounts payable to a Non-U.S. Lender (A) on the date such Non-U.S. Lender became a party to this Agreement, or, (B) if a Bank (or Transferee) changes its applicable lending office by designating a different lending office, on the date such Bank (or Transferee) designates such different lending office or (ii) the obligation to pay such Additional Amounts would not have arisen but for a failure by a Non-U.S. Lender to comply with the provisions of this Section 2.11(e). If a Bank (or any Transferee) claims Additional Amounts pursuant to Section 2.11(d), it shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by the Borrower or to change the jurisdiction of its applicable lending office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if the making of such filing, change or assignment would avoid the need for, or reduce the amount of, such Additional Amounts that may thereafter accrue and would not, in the sole determination of such Bank (or Transferee) be otherwise disadvantageous to such Bank (or Transferee). Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in Section 2.11(c) through (f), inclusive, shall be applicable with respect to any Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes. When the Agent receives any payment pursuant hereto or with respect to fees for the account of principal is extended any Bank, it shall distribute such payment to such Bank in immediately available funds (1) on the day received, if received by operation of law 2:00 PM (Atlanta, Georgia time), or otherwise(2) on the next Domestic Business Day, interest thereon shall be payable for such extended timeif received thereafter.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans or L/C Obligations and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Party its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateParties. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. that (i) such increase may be effected by increasing either the 2014 Commitments or the 2015 Commitments or both, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Effective Date, does not exceed the sum of $375,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iiiii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $1,500,000,000.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each applicable Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to applicable Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term Benchmark Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by each Term Loan Bank. Each payment (including each prepayment) by the Borrower of principal of, and interest on, the Loans and of fees hereunder shall be made without set-off or counterclaim.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunderhere under, without set-off deduction, setoff or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice . Payments received by the Borrower to the Administrative Agent after such time shall be deemed to make a payment from have been received on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountnext Domestic Business Day. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 1:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 1:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administra tive Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.. - 33-

General Provisions as to Payments. (a) The Borrower and any Borrowing Subsidiary, as applicable, shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its New York address referred to in Section 9.1, it being understood provided that written any such payments made in respect of Euro Loans or facsimile notice by other Loans denominated in a Foreign Currency shall be made not later than 12:00 Noon (London time) on the Borrower date when due, in funds immediately available in London, to the Administrative Agent at its London address referred to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountSection 9.1. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro- Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day, provided that in the case of Money Market Loans denominated in Dollars, whenever any payment of principal of, or interest on, such Dollar-denominated Money Market Loans shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower hereby agrees to pay when due, without setoff or counterclaim, the principal amount of each Loan which is made to it and all unpaid interest accrued thereon and all Reimbursement Obligations, in accordance with the terms of this Agreement and the Notes. The Borrower shall make each payment of the principal of of, and interest on on, the Loans and Reimbursement Obligations and of fees and other payments hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Lead Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Lead Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Lead Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. the same day as received by the Lead Agent if received by the Lead Agent by 2:00 p.m. (New York City time) or, if received by the Lead Agent after 2:00 p.m. (New York City time), on any Business Day (or Eurodollar the immediately following Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loans, the Money Market Absolute Rate Loans, the Reimbursement Obligations or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans or the Money Market LIBOR Loans 50 shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The All payments and indemnities required to be made by Borrower under any of the Loan Documents shall be joint and several obligations of Borrower and each Guarantor Subsidiary. Borrower shall make each payment of the principal of and interest on the Loans Credit Facility and all fees hereunder, without set-off payable hereunder or counterclaim, by initiating a wire transfer under any other Loan Document not later than 12:00 Noon noon (New York City Dallas time) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New YorkTexas, to the Administrative Agent at its Administrative Agent's Dallas address referred to for payments set forth in Section 9.1Schedule I, it being understood that written without setoff, counterclaim or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountreduction. The Administrative Agent will promptly (and if such payment is received by Administrative Agent by 12:00 noon (Dallas, Texas time), and otherwise if reasonably possible, on the same Business Day, and in any event within one (1) not later than the next Business Day after receipt thereofof such payment) distribute to each Bank its ratable share Lender a payment on the applicable Note or Competitive Bid Note, in accordance with the amount of such Bank’s relevant outstanding Loans, Lender's pro rata share of each such payment received by Administrative Agent. For purposes of calculating accrued interest on the Credit Facility, any payment received by Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. as aforesaid by 12:00 noon (New York City Dallas, Texas time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment be deemed made on such day; otherwise, such payment shall be deemed made on the next Business Day after receipt by Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on the Base Rate Loans Credit Facility, or of any fees under the Loan Documents, shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by pursuant to the preceding or operation of law or otherwise, interest thereon shall be payable for such extended time. If Administrative Agent shall fail to deliver to any Lender such Lender's pro rata portion of any principal, interest or fees received by Administrative Agent as required by this Agreement, then in addition to its pro rata portion of such payment, such Lender shall be entitled to receive from Administrative Agent interest on the amount which has failed to be timely paid at the Federal Funds Rate, for the period commencing on the date Administrative Agent was required to deliver such payment and ending on (but excluding) the date such payment is made.

General Provisions as to Payments. (ai) The Operating Subsidiary shall make each payment of principal of and interest on the Term A Loans, and the Revolving Loans; (ii) Mexico Subsidiary shall make each payment of principal of and interest on the Term B Loans; and (iii) each Borrower shall make each payment of the principal fees or any other Obligations of and interest on the Loans and fees hereundersuch Borrower, without set-off or counterclaimin U.S. dollars, by initiating a wire transfer not later than 12:00 Noon P.M. (New York City San Antonio, Texas time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, due (it being understood that written interest shall accrue and be payable for such date on any amounts which are paid after 12:00 P.M. (San Antonio, Texas time)), in immediately available funds, without deduction, set-off or facsimile notice by the Borrower counterclaim to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained or any Bank at the Administrative account of the Agent shall constitute set forth in Annex A. By 1:00 P.M. (San Antonio time) on the making date of such payment to receipt, the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share (as applicable), in accordance with the amount terms of such Bank’s relevant outstanding Loansthis Agreement, its ratable share of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratepayment. Whenever any payment of principal of, of or interest on the Base Rate LIBOR Loans or shall be due on a day which is not a LIBOR-Business-Day, the date for payment thereof shall be extended to the next succeeding LIBOR-Business-Day unless such LIBOR-Business-Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding LIBOR-Business-Day. Whenever any payment of fees any other Obligations shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended as provided above or by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Agent has received notice from any Borrower prior to the date on which any payment is due to each Bank or the Agent hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent such Borrower has not made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank, together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate. In the event any payment received by the Agent and so paid to Banks is rescinded or must otherwise be returned by the Agent, each Bank shall, upon the request of the Agent, repay to the Agent the amount of such payment paid to such Bank, together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York, New York City time) on the date when due, of in Federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.111.1. All amounts due hereunder shall be payable, it being understood that written without any counterclaim, setoff or facsimile notice by deduction whatsoever, at the Borrower office of Administrative Agent at the address set forth on the signature page of this Agreement or at such other place as Administrative Agent may from time to time designate in writing. Any amounts received after such time on any date may, in the discretion of the Administrative Agent Agent, be deemed to make a payment from have been received on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making next succeeding Business Day for purposes of such payment to the extent of such funds held in such accountcalculating interest thereon. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York, New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayBusiness Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Adjusted Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and the LC Reimbursement Obligations in respect of any Dollar-Denominated Letter of Credit and each payment of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder (except fees payable directly to the LC Issuing Bank) not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred in New York City specified in or pursuant to Section 11.01 and without reduction by reason of any setoff or counterclaim. The Borrowers shall make each payment of principal of, and interest on, the Alternative Currency Loans, the Apollo LC Reimbursement Obligations and the LC Reimbursement Obligations in Section 9.1respect of any Alternative Currency Letter of Credit in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, it being understood that written or facsimile notice to such account and at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a payment from the funds in relevant Borrower and the Borrower’s account maintained Banks by at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountleast three Euro-Currency Business Days' notice. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, (if any) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or LC Reimbursement Obligations in respect of Dollar-Denominated Letters of Credit or any payment of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans Euro-Currency Loans, Apollo LC Reimbursement Obligations or LC Reimbursement Obligations in respect of Alternative Currency Letters of Credit shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans Loans, fees and fees hereunderother amounts required to be paid by it hereunder prior to the time expressly required hereunder for such payment or, without set-off or counterclaimif no such time is expressly required, by initiating a wire transfer not later than 12:00 Noon p.m. (New York City time) ), on the date when due, of Federal funds in immediately available in New Yorkfunds, New Yorkwithout reduction by reason of any set-off, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written counterclaim or facsimile notice by the Borrower deduction of any kind. All such payments shall be made to the Administrative Agent to make a payment from the funds in the Borrower’s such account maintained at as may be specified by the Administrative Agent shall constitute the making of such payment to the extent of Borrower in writing for such funds held in purpose from time to time, except that payments to be made directly to an Issuing Bank or the Swingline Lender as expressly provided herein shall be made directly to such accountIssuing Bank or the Swingline Lender, as applicable, and payments pursuant to Sections 2.14, 8.03, 8.05 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and any other Person to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rateappropriate recipient promptly following receipt thereof. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees or other amounts (except as provided in the immediately succeeding sentence) shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. All payments hereunder shall be made in dollars.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City timelocal time to the principal financial center) on the date when due, of Federal funds immediately available in New York, New Yorkthe principal financial center, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver a reference number evidencing such wire to the Administrative Agent to make a payment from as soon as possible thereafter on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Euribor Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City timelocal time to the principal financial center) on any Business Day (or Eurodollar Euribor Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euribor Loans shall be due on a day which is not a Eurodollar Euribor Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euribor Business Day unless such Eurodollar Euribor Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euribor Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 a.m. (New York City timeDallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New YorkTexas, or, in the case of any Alternate Currency Loans, in the applicable Alternate Currency immediately available in the principal financial center of the Alternate Currency in question, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 12:00 Noon (New York City timeDallas, Texas time or local time to the principal financial center of the Alternate Currency in question, as applicable) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayBusiness Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City timeCity) on the date when due,, of Federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver a federal reference number evidencing such wire to the Administrative Agent to make a payment from as soon as possible thereafter on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City timeCity) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding LoansLoans or Commitment, as the case may be, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Euro-Currency Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Obligors shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred in New York City specified in or pursuant to. The Obligors shall make each payment of principal of, and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to in Section 9.1, it being understood that written or facsimile notice such account and at such time and at such place as shall have been notified by the Borrower Agent to the Administrative Agent to make a payment from Borrower and the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountBanks. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account respective accounts of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Except as otherwise provided in Section 2.14(c), Borrower shall make each payment of the principal of and interest on the Loans Loans, of the Reimbursement Obligations and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer any other Obligations not later than 12:00 Noon 1:00 p.m. (New York City Dallas time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, due (it being understood that written interest shall accrue and be payable for such date on any amounts which are paid after 1:00 p.m. (Dallas time)), in immediately available funds, without deduction, setoff or facsimile notice by the Borrower counterclaim to the Administrative Agent to make a payment from Agent, the funds in the Borrower’s account maintained Issuing Bank or any Bank at the Administrative account of the Agent shall constitute set forth in Annex A. By 2:00 p.m. (Dallas time) on the making date of such payment receipt, the Agent will distribute to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to Issuing Bank or each Bank its ratable share (as applicable), in accordance with the amount terms of such Bank’s relevant outstanding Loansthis Agreement, its ratable share of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratepayment. Whenever any payment of principal of, of or interest on the Base Rate LIBOR Loans or shall be due on a day which is not a LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding LIBOR Business Day. Whenever any payment of fees any other Obligations shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended as provided above or by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Agent has received notice from Borrower prior to the date on which any payment is due to each Bank or the Agent hereunder that Borrower will not make such payment in full, the Agent may assume that Borrower has made such payment in full to the Agent on such date, and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent Borrower has not made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank, together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate. In the event any payment received by the Agent and so paid to Banks is rescinded or must otherwise be returned by the Agent, each Bank shall, upon the request of the Agent, repay to the Agent the amount of such payment paid to such Bank, together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at a rate per annum equal to the Federal Funds Rate.

General Provisions as to Payments. (a) The All payments to be made by the Borrower or any Qualified Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, the Borrower or the applicable Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City timeChicago, Illinois time or local time to the principal financial center of the Alternative Currency in question, as applicable) on the date when due, in Dollars, or, in the case of Federal funds immediately available any Alternative Currency Loans, in New York, New Yorkthe applicable Alternative Currency, to the Administrative Agent at its address referred Agent, for the account of the respective Banks to in Section 9.1which such payment is owed, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent Agent’s Office in Same Day Funds. If, for any reason, the Borrower or any Qualified Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower or such Qualified Borrower shall constitute the making of make such payment to in Dollars in the extent Dollar Equivalent of such funds held in such accountthe Alternative Currency payment amount. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Competitive Bid Loans, ) of each such payment received by the Administrative Agent for the account of the BanksBanks in like funds as received by wire transfer to such Bank’s Applicable Lending Office. If and to the extent that All payments received by the Administrative Agent shall receive any such payment for after 1:00 p.m. (Chicago, Illinois time or local time to the account principal financial center of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business DayAlternative Currency in question, as applicable)) shall, in each case, be deemed received on the next succeeding Business Day and the Administrative Agent any applicable interest or fee shall not have distributed continue to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rateaccrue. Whenever any payment of principal of, or interest on the Base Rate Loans, the Daily SOFR Rate Loans or the Alternative Currency Daily Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term SOFR Loans or the Alternative Currency Term Rate Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal or any other Obligations is extended by operation of law or otherwise, interest and fees thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 2:00 P.M, (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New Yorkavailable, to the Administrative Agent at its address referred to principal office in Section 9.1New York City. Each payment of principal of, it being understood that written or facsimile notice and interest on, the Alternative Currency Loans shall be made in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, for the account of the Administrative Agent at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a the Borrower and the Banks by at least two Domestic Business Days' notice. Each such payment from the funds shall be made irrespective of any set-off, counterclaim or defense to payment which might in the Borrower’s account maintained at absence of this provision be asserted by the Borrower against the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountor any Bank. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs the Administrative Agent (upon receipt of oral or written direction by the Borrower) to debit any account maintained by the Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement.

General Provisions as to Payments. (a) The Borrower and each Borrowing Subsidiary shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City timeCentral Standard Time) on the date when due, of in Federal or other funds immediately available in New YorkDenver, New YorkColorado, to the Administrative Agent at its address referred to in Section 9.1Payment Office and without setoff or counterclaim and free and clear of and without deduction for any taxes, it being understood that written levies, impost, duties, charges, fees, deductions, withholding, compulsory loans, restrictions or facsimile notice conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower to or the Administrative Agent Borrowing Subsidiary is required by law to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdeduction or withholding. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender, the Offshore Currency Fronting Lender and the Swing Line Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, (if any) of each such payment received by the Administrative Agent for the account of the Banks. If and to Lenders, the extent that Offshore Currency Fronting Lender and/or the Swing Line Lender by 2:00 p.m. (Central Standard Time) on the day of receipt of such payment by the Administrative Agent shall receive any if such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and is received by the Administrative Agent shall not have distributed to any Bank its applicable share of from the Borrower or the Borrowing Subsidiary by 1:00 p.m. (Central Standard Time) on a Business Day or by 12:00 noon (Central Standard Time) on the next succeeding Business Day if such payment on such day, is received by the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each from Borrower or the Borrowing Subsidiary after 1:00 p.m. (Central Standard Time) on a Business Day or on a day from the date such amount should have been distributed to such Bank until the date which is not a Business Day. Payments received by the Administrative Agent distributes with respect to each Loan will be distributed to each Lender based upon such amount Lender's pro rata interest in such Loan. Any such payment owed by the Administrative Agent to such Bankany Lender, the Offshore Currency Fronting Lender or the Swing Line Lender which is not paid within the applicable time period shall bear interest (payable by the Administrative Agent) until paid at the Federal Funds Effective Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or the Swing Line Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar LIBOR Loans or the Offshore Currency Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) if received prior to 1:00 p.m., on the same Domestic Business Day Day, if received after receipt thereof1:00 p.m. on the immediately following Domestic Business Day) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 1:00 p.m. (New York City time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkChicago, to the Administrative Agent at its address referred to at its Chicago Office. Each payment of principal of, and interest on, the Alternative Currency Loans shall be made in Section 9.1the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, it being understood that written or facsimile notice for the account of the Administrative Agent at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a the Borrower and the Banks by at least two Domestic Business Days' notice. Each such payment from the funds shall be made irrespective of any set-off, counterclaim or defense to payment which might in the Borrower’s account maintained at absence of this provision be asserted by the Borrower against the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountor any Bank. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. The Borrower hereby authorizes and directs the Administrative Agent (upon receipt of oral or written direction by the Borrower) to debit any account maintained by the Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement.

General Provisions as to Payments. (a) (i) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans denominated in dollars and of fees hereunder, without deduction, set-off off, defense, recoupment or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City timeEastern time (standard or daylight, as applicable)) on the date when due, of Federal in federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to the applicable Agent’s Account and, (ii) the Borrowers shall make each payment of principal of, and interest on, the Loans denominated in Section 9.1euros, it being understood that written without deduction, set-off, defense, recoupment or facsimile notice by counterclaim, not later than 12:00 Noon (Eastern time (standard or daylight, as applicable)) on the Borrower date when due, in funds immediately available to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountapplicable Agent’s Account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks in the same type and to the extent that the Administrative Agent shall receive any such payment for the account currency of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratefunds. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day, unless such Domestic Business Day occurs after the Maturity Date, in which case the date for payment then shall be the immediately preceding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Eurocurrency Loans shall be due on a day which is not a Eurodollar Eurocurrency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Eurocurrency Business Day unless such Eurodollar Eurocurrency Business Day falls in another calendar month, or occurs after the Maturity Date, in which case the date for payment thereof shall be the immediately preceding Eurodollar Eurocurrency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Dollar-Denominated Loans and of facility fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 A.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to New York Office. Each payment of principal of, and interest on, the Alternative Currency Loans shall be made in Section 9.1the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, it being understood that written or facsimile notice for the account of the Administrative Agent at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a payment from the funds in Borrower and the Borrower’s account maintained Banks by at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountleast four Domestic Business Days' notice. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of facility fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Each Borrower --------------------------------- shall make each payment of the principal of of, and interest on the on, its Syndicated Loans and Money Market Loans and the Company shall make each payment of facility and utilization fees hereunderand all other amounts payable hereunder (other than Negotiated Rate Loans), without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 A.M. (New York City time) on the date when due, of Federal funds in U.S. Dollars immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account10.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Each Borrower shall make each payment of principal of, and interest on, its Negotiated Rate Loans, not later than 11:00 A.M. (local time at the relevant Domestic Lending Office) on the date when due, to the extent that Bank which made such Loan at its Domestic Lending Office, in U.S. Dollars immediately available in the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to city in which such Bank, 's Domestic Lending Office is located; provided that all payments of principal of and interest on -------- any Negotiated Rate Loan that is denominated in a currency other than U.S. Dollars shall be payable in the currency in which such Negotiated Rate Loan is denominated and at such location as agreed between the Federal Funds RateCompany and such Bank. Whenever any payment of principal of, or interest on on, or the Base Rate Domestic Loans or any payment of facility and utilization fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Business Day falls as a result thereof it would fall in another the next calendar month, in which case such date for payment shall be advanced to the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the immediately preceding Eurodollar next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or this Section or otherwise, interest thereon shall be payable for such extended timetime at the rate in effect on the initial date for payment. All payments hereunder shall be made without any deduction whatsoever (other than for any Tax subject to the provisions of Section 2.15), including, but not limited to, any deduction for any set-off, recoupment or counterclaim.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans, Swingline Loans and Reimbursement Obligations and each payment of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder (other than fees payable directly to the Issuers and the Swingline Bank) not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred specified in or pursuant to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank applicable Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Lenders, to each Issuer each such payment received by the Administrative Agent for the account of such Issuer and to the extent that Swingline Bank each such payment received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Swingline Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Reimbursement Obligations or any payment of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its New York address referred to in Section 9.1, it being understood provided that written or facsimile notice any such payments made by the Borrower in respect of Loans denominated in a Foreign Currency shall be made not later than 12:00 Noon (London time) on the date when due, in funds immediately available in London, to the Administrative Agent at its London address referred to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountSection 9.1. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro- Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day, provided that in the case of Money Market Loans denominated in Dollars, whenever any payment of principal of, or interest on, such Dollar-denominated Money Market Loans shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each Each payment on account of the principal Borrowings or Letter of Credit Liabilities and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder shall be made not later than 12:00 Noon 2:00 p.m. (New York City Toronto time) on the date when due, of Federal funds due in immediately available funds in New York, New York, Toronto to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account10.1. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) using all reasonable efforts distribute to each Bank on the same Business Day its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base on, Prime Rate Loans or USBR Loans or payments in respect of Bankers' Acceptance Obligations or Letter of Credit Liabilities or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that such Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent at the Federal Funds Rate, in the case of US$ Borrowings, and the CDOR Prime Rate, in the case of C$ Borrowings. The Borrowers authorize and direct the Agent, in the Agent's discretion, to debit automatically, by mechanical, electronic or manual means, any bank account of the Borrower maintained with Royal Bank of Canada (for so long as Royal Bank of Canada is Agent) for all amounts payable by such Borrower under this Agreement, including the repayment of principal and the payment of interest, fees and charges for the keeping of that bank account. The Agent shall notify the Borrower as to the particulars of those debits in the normal course.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans, Swingline Loans and Reimbursement Obligations and each payment of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder (other than fees payable directly to the Issuers and the Swingline Bank) not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City (in the case of payments in U.S. Dollars) or in such funds as may then be customary for the settlement of multinational transactions in Euros (in the case of payments in Euros), to the Administrative Agent at its address referred specified in or pursuant to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank applicable Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Lenders, to each Issuer each such payment received by the Administrative Agent for the account of such Issuer and to the extent that Swingline Bank each such payment received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Swingline Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Reimbursement Obligations or any payment of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business DayDay for the relevant currency, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day for such currency unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business DayDay for such currency. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Dollar-Denominated Loans, of Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Dollars in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.111.01. The Borrowers shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been notified by the Borrower to the Administrative Agent to make a payment from the funds in Company and the Borrower’s account maintained at Banks. In any event, all payments to be made by the Administrative Agent Borrowers hereunder shall constitute the making of such payment to the extent of such funds held in such accountbe made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans, Swingline Loans or Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Currency Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. Whenever any payment of principal of or interest on Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Currency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans Loans, and fees of additional compensation hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 P.M. (New York City time) on the date when due, of Federal in federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account10.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the BanksLenders. If and Payments in respect of each Competitive Bid Loan Borrowing shall be distributed to each Lender participating in such Borrowing on a pro rata basis in accordance with the extent that the Administrative Agent shall receive any such payment for the account respective principal amounts of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of Competitive Bid Loans comprising such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateBorrowing. Whenever any payment of fees or principal of, of or interest on the Base Rate Loans Loans, or of fees additional compensation, shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day, and such extension of time shall in such case be included in the computation of payment of interest or additional compensation. Whenever any payment of principal of, of or interest on, on the Eurodollar Euro-Dollar Loans or Competitive Bid Euro-Dollar Rate Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 2.05(b), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder 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.

General Provisions as to Payments. (a) The Borrower All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except with respect to principal of and interest on Loans denominated in an Alternative Currency, the Borrowers shall make each payment of the principal of of, and interest on the on, Loans and Letter of Credit Liabilities and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer in Dollars not later than 12:00 Noon 11:00 A.M. (New York City California local time) on the date when due, of Federal funds in federal or other immediately available in New York, New Yorkfunds, to the Administrative Agent at its address referred to in Section 9.19.01, it being understood that written without offset or facsimile notice counterclaim. All payments by the Borrower Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent Agent, for the account of the respective Lenders to make a which such payment from is owed, at the applicable Administrative Agent’s office in such Alternative Currency and in immediately available funds in not later than the Borrower’s account maintained at Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall constitute the making of make such payment to in Dollars in the extent Dollar Equivalent of such funds held in such account. The the Alternative Currency payment amount, and the Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Lenders, in Dollars and to in the extent that type of funds received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on on, the Base Rate Loans or Letter of Credit Liabilities or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Eurocurrency Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by Borrower under this Agreement, the Notes or any other Loan Document shall make each payment of the principal of and interest on the Loans and fees hereunderbe made in Dollars, in immediately available funds, without set-off setoff, deduction or counterclaim, by initiating a wire transfer to Agent at its Lending Office, not later than 12:00 Noon (New York City time) 11:00 a.m. on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of on which such payment to the extent of such funds held in such account. The Administrative Agent will promptly shall become due (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The parties agree that if Borrower makes any payment due hereunder after 11:00 a.m. but before 5:00 p.m. on the date such payment is due, such late payment shall not constitute a Default under Section 8.1.(a) but shall nevertheless for all other purposes, including but not limited to, the calculation of interest, be deemed to have been paid as of the next succeeding Business Day as provided in the parenthetical phrase of the preceding sentence. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender, by wire transfer of immediately available funds in accordance with the Banks. If and wiring instructions provided by such Lender to the extent that the Administrative Agent shall receive any such payment from time to time, for the account of such Lender at the Banks on applicable Lending Office of such Lender. Each payment received by Agent for the account of Swingline Lender under this Agreement or before 11:00 a.m. (New York City the Swingline Note shall be paid to Swingline Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by Swingline Lender to the Agent from time to time) on any . In the event Agent fails to pay such amounts to such Lender or Swingline Lender, as the case may be, within one Business Day (or Eurodollar Business Dayof receipt by Agent, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment pay interest on such day, the Administrative Agent shall distribute such amount at a rate per annum equal to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Raterate from time to time in effect. Whenever If the due date of any payment of principal of, under this Agreement or interest on the Base Rate Loans or of fees shall be due any other Loan Document would otherwise fall on a day which is not a Business Day, the Day such date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or Day and interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for the period of such extended timeextension.

General Provisions as to Payments. (a) The Borrower Issuer shall make each payment of the principal of of, and interest on on, the Loans Notes and fees hereunderany other amount (including fees) payable under the Financing Documents, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date one Euro-Dollar Business Day immediately prior to the date when duedue hereunder, of Federal in federal or other funds in Dollars immediately available in New York, New YorkYork City, to the Principal Paying Agent or the Administrative Agent Agent, as applicable, for the exclusive benefit of the relevant Purchaser at its address referred to the account identified in Section 9.1, it being understood that written or facsimile notice writing by the Borrower Principal Paying Agent (and any such payment above shall constitute payment of the relevant obligation by the Issuer when and to the extent received at such account or address). The Principal Paying Agent will, subject to Section 2.08(c), promptly arrange with the Administrative Agent to make a payment from distribute, no later than the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment date due hereunder, to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1i) Business Day after receipt thereof) distribute to each Bank Purchaser its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of such Purchaser and (ii) any other payment that may be required under each Participation Agreement. Notwithstanding the Banks. If and foregoing, the Issuer shall, to the extent that so required under a Tranche D Note or a Tranche F Note, make each payment of principal of, and interest on, such Tranche D Note or Tranche F Note and any other amount (including fees) payable under the Administrative Agent shall receive any Financing Documents in respect of such payment for the account of the Banks on Tranche D Note or before 11:00 a.m. Tranche F Note, not later than 12:00 Noon (New York City time) on any the date one Euro-Dollar Business Day (immediately prior to the date when due hereunder, in federal or Eurodollar Business Dayother funds in Dollars immediately available, as applicable)to the Administrative Agent, and for the exclusive benefit of the relevant Purchaser, at the account identified in writing by the Administrative Agent shall not have distributed to (and any Bank its applicable share of such payment on above shall constitute payment of the relevant obligation by the Issuer when and to the extent received at such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rateaccount or address). Whenever any payment of principal of, or interest on the Base Rate Loans on, any Note, or of fees any other payment shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another a subsequent calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal any amount is extended by operation of law or otherwise, including by operation of the immediately preceding sentence, interest thereon shall be payable for such extended timetime on the extended date for payment of such amount.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City timeor local time to the principal financial center of the Alternate Currency in question, as applicable) on the date when due, or, with respect to Money Market Loans, fund such payment of the principal of and interest on the Loans and fees hereunder such that the Designating Lender shall receive payment from Administrative Agent by 12:00 P.M. (New York City time or local time to the principal financial center of the Alternate Currency in question), of Federal or other funds immediately available in New York, New YorkYork or, in the case of any Alternate Currency, the principal financial center of the Alternate Currency in question, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver a federal reference number evidencing such wire to the Administrative Agent to make a payment from as soon as possible thereafter on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day (or, with respect to Alternate Currencies, one (1) Euro-Dollar Business Day) after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment 49 received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City timeor local time to the principal financial center of the Alternate Currency in question, as applicable) on any Business Day (or Eurodollar Euro-Dollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Absolute Rate Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Money Market IBOR Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The All payments and indemnities required to be made by Borrower under any of the Loan Documents shall be joint and several obligations of Borrower and each Guarantor Subsidiary. Borrower shall make each payment of the principal of and interest on the Loans Credit Facility and all fees hereunder, without set-off payable hereunder or counterclaim, by initiating a wire transfer under any other Loan Document not later than 12:00 Noon noon (New York City Dallas time) on the date when due, of in Federal or other funds immediately available in New YorkDallas, New YorkTexas, to the Administrative Agent at its Administrative Agent’s Dallas address referred to for payments set forth in Section 9.1Schedule I, it being understood that written without setoff, counterclaim or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountreduction. The Administrative Agent will promptly (and if such payment is received by Administrative Agent by 12:00 noon (Dallas, Texas time), and otherwise if reasonably possible, on the same Business Day, and in any event within one (1) not later than the next Business Day after receipt thereofof such payment) distribute to each Bank its ratable share Lender a payment on the applicable Note or Competitive Bid Note, in accordance with the amount of such BankLender’s relevant outstanding Loans, pro rata share of each such payment received by Administrative Agent. For purposes of calculating accrued interest on the Credit Facility, any payment received by Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. as aforesaid by 12:00 noon (New York City Dallas, Texas time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment be deemed made on such day; otherwise, such payment shall be deemed made on the next Business Day after receipt by Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on the Base Rate Loans Credit Facility, or of any fees under the Loan Documents, shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by pursuant to the preceding or operation of law or otherwise, interest thereon shall be payable for such extended time. If Administrative Agent shall fail to deliver to any Lender such Lender’s pro rata portion of any principal, interest or fees received by Administrative Agent as required by this Agreement, then in addition to its pro rata portion of such payment, such Lender shall be entitled to receive from Administrative Agent interest on the amount which has failed to be timely paid at the Federal Funds Rate, for the period commencing on the date Administrative Agent was required to deliver such payment and ending on (but excluding) the date such payment is made.

General Provisions as to Payments. (a) The Each Borrower shall make each payment of the principal of of, and interest on on, the Loans and Letter of Credit Liabilities denominated in Dollars and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout defense, set-off or counterclaim and free of any restriction or condition, to the Administrative Agent at its address referred to in Section 9.110.01. Each Borrower shall make each payment of principal of, it being understood that written or facsimile notice and interest on, the Committed Alternative Currency Loans in the relevant Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency, to such account and at such time and at such place as shall have been notified by the Applicable Agent to such Borrower and the Lenders by at least three Euro-Currency Business Days’ notice (or, solely in the case of Alternative Currency Borrowings denominated in Sterling, by at least one Euro-Currency Business Days’ notice). The Borrower may specify in any notice delivered to the Administrative Agent and the Applicable Agent with respect to any Alternative Currency, one or more locations from which such Borrower may make a payment from the funds payments of principal or of interest on any Committed Alternative Currency Loan in the Borrower’s account maintained at such Alternative Currency; provided that the Administrative Agent shall constitute the making of approve such payment to the extent of such funds held in such accountlocation. The Administrative Applicable Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loans, Letter of Credit Liabilities denominated in Dollars or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Currency Loans shall be due on a day which is not a Eurodollar Euro-Currency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Currency Business Day unless such Eurodollar Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.Euro-Currency Business

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account11.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. 23 (a) Unless the Borrower notifies the Administrative Agent before the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance on such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. SECTION 2.14.

General Provisions as to Payments. (a) The Borrower Company shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Competitive Bid Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.. (b) Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Banks 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 Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Company shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. 23

General Provisions as to Payments. (a) The Borrower shall make each payment of the interest and principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 10:00 A.M. (New York City San Francisco time) on the date when due, of in Federal or other funds immediately available in New York, New YorkSan Francisco, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Domestic Business Day after receipt thereof) distribute to each Bank its ratable share in accordance (or applicable share with the amount of such Bank’s relevant outstanding respect to Money Market Loans, ) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 10:00 A.M. (New York City San Francisco time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar LIBOR Loans shall be due on a day which is not a Eurodollar LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar LIBOR Business Day unless such Eurodollar LIBOR Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar LIBOR Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding LIBOR Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) a The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by each Bank.

General Provisions as to Payments. (a) The Each Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunderhereunder or under any other Loan Document, not later than 12:00 noon, New York City time (or, if such payment relates to a Borrowing denominated in a Designated Foreign Currency, 11:00 a.m., London time) on the date when due, in immediately available funds, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.110.01 (or, it being understood that written or facsimile notice by the Borrower if such payment relates to a Borrowing in a Designated Foreign Currency, to the Administrative Agent Agent’s London address referred to make a payment from in Section 10.01) or at such other offices as the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment from time to time specify in a notice delivered to the extent of such funds held in such accountCompany. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Eurocurrency Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. All payments hereunder of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan; all other payments hereunder and under each other Loan Document shall be made in US Dollars, except as otherwise expressly provided.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on the on, Loans and Letters of Credit Liabilities and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer in Dollars not later than 12:00 Noon 11:00 A.M. (New York City California local time) on the date when due, of in Federal funds or other immediately available in New York, New Yorkfunds, to the Administrative Agent at its address referred to in Section 9.19.01, it being understood that written without offset or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountcounterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Lenders, in Dollars and to in the extent that type of funds received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on on, the Base Rate Loans or Letters of Credit Liabilities or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans or Money Market LIBOR Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Absolute Rate Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative 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 Borrower shall not have so made such payment, 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.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Loans, fees and fees reimbursements of LC Disbursements hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1its Administrative Questionnaire (or to an Issuing Bank, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making case of such payment payments to the extent of such funds held in such accountbe made directly to an Issuing Bank as expressly provided herein), without set-off or counterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and Lenders, or to each applicable Issuing Bank in the extent that the Administrative Agent shall receive any such payment case of payments for the account of one or more of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateIssuing Banks. Whenever any payment of principal of, or interest on the on, any Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the datefor payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever anypayment of principal of, or interest on, the Euro-Dollar Loans and Money Market LIBOR Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month or falls after the Maturity Date, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Money Market Absolute Rate Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on the on, Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer in Dollars not later than 12:00 Noon 11:00 A.M. (New York City California local time) on the date when due, of in Federal funds or other immediately available in New York, New Yorkfunds, to the Administrative Agent at its address referred to in Section 9.19.01, it being understood that written without offset or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountcounterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Lenders, in Dollars and to in the extent that type of funds received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateAgent. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative 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 Borrower shall not have so made such payment, 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.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each applicable Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to applicable Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or Swingline Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by each Term Loan Bank. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective Revolving Commitment Percentages of each Revolving Credit Bank. Each payment (including each prepayment) by the Borrower of principal of, and interest on, the Loans and of fees hereunder shall be made without set-off or counterclaim.