Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), Note not later than 12:00 Noon p.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, to the applicable Fronting Bank, at the Administrative Agent’s Account its address referred to in Section 8.02 in same day funds, with payments being received by without set-off, counterclaim or defense and any such payment to the Administrative Agent after or any Fronting Bank (as the case may be) shall constitute payment by such time being deemed Borrower hereunder or under any Note, as the case may be, for all purposes, and upon such payment the Lenders shall look solely to have been received on the next succeeding Business DayAdministrative Agent or such Fronting Bank (as the case may be) for their respective interests in such payment. The Administrative Agent shall or such Fronting Bank (as the case may be) will promptly thereafter after any such payment cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, principal or interest or commitment fees or any Reimbursement Obligations ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.02(c), 2.05, 2.09, 2.11(c), 2.13, 2.16, 2.21 or 8.05(b)) (according to the Notes Lenders’ respective Percentages) to more than one Lender Party, to such Lender Parties the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.08(d), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent and each Fronting Bank shall make all payments hereunder and under the Notes any Note in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of without counterclaim or set-off (off, except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment, without counterclaim or set-off hereunder with payments being received by respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.10, 2.13 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.06(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and under the Notesother amounts relating to, irrespective of any right of counterclaim or set-off (except as otherwise provided Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s 's Account in same day funds and without deduction, set off or counterclaim. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase an extension of the Termination Date pursuant to Section 2.17 2.18, and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, Extension Date the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any right of counterclaim or set-off (or counterclaim, except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars to the Administrative Designated Agent at the Administrative Designated Agent’s Account in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-off or counterclaim, with payments being received by respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 9:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due, in such Committed Currency to the Designated Agent, by deposit of such funds to the Designated Agent’s Account in same day funds. The Administrative Designated Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees ratably (iother than amounts payable pursuant to Sections 2.11, 2.14, 8.04 and 8.08) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase the extension of the Scheduled Termination Date pursuant to Section 2.17 2.20, and upon the Administrative Designated Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Extension Date, the Administrative Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Designated Agent shall make all payments hereunder and under the Notes Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon (New York City time) 3:00 p.m. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account Office in same day funds, with except payments being to be made directly to the Issuing Banks or the Swingline Lender as expressly provided herein; any payment received by the Administrative Agent after such time being 3:00 p.m. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, the Administrative Agent shall pay to such Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon the Administrative Agent’s receipt acceptance of such Lender’s Accession Agreement an Assignment and Assumption and recording of the information contained therein in the RegisterRegister pursuant to Section 11.7, from and after the applicable Increase Dateeffective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.11, 2.14 or 9.04) to the Notes to more than one Lender Party, to such Lender Parties applicable Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase an extension of the Termination Date pursuant to Section 2.17 2.22 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Extension Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Administrative Agent after Agent, by deposit of such time being deemed funds to have been received on the next succeeding Business Dayapplicable Administrative Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.4(b)(ii), 3.3, 3.4, 3.5, 3.6 or 3.7) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to such any Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Added Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.14, and upon the Administrative Agent’s receipt of such Lender’s Accession Added Lender Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Added Lender. Upon its acceptance of an a Lender Assignment and Acceptance Agreement and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.11.3, from and after the effective date of specified in such Lender Assignment and AcceptanceAgreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance Agreement shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the any Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13)a Foreign Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s 's Account in same day funds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, with payments being received by interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Administrative Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent in same day funds by deposit of such funds to the applicable Agent's Account. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.05(b), 2.05(c), 2.10, 2.13, 2.16 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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. Upon any Assuming Lender becoming a Lender hereunder as a result of the effectiveness of an extension of the Termination Date pursuant to Section 2.16, and upon the Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register, from and after the Increase Date or the Extension Date, as the case may be, the Agent shall make all payments hereunder and under any Notes in respect of the interest assumed thereby to the Assuming Lender.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees ratably (iother than amounts payable pursuant to Section 2.11, 2.14 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Commitments pursuant to Section 2.19 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Foreign Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon 2:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Foreign Currency, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 11:00 A.M. (local time) on the day when due in such Committed Foreign Currency to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim counterclaim, deduction or set-off (except as otherwise provided in Section 2.132.16), not later than 12:00 Noon 2:00 P.M. (New York, New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then due and payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account accounts of their respective Applicable Lending Offices ratably in accordance with their respective Pro Rata Shares of the amounts of such respective Obligations then due and payable to such Lender Parties at such time and (ii) if such payment by the Borrower is in respect of any Obligation then due and payable hereunder solely to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the any Notes, irrespective of any right of counterclaim except with respect to principal of, interest on, and other amounts relating to, Advances denominated in an Alternative Currency or set-off (except as otherwise provided in Section 2.13)Swing Line Advances, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account Office in same day fundsfunds without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with payments being received by respect to principal of, interest on, and other amounts relating to Advances (other than Swing Line Advances) denominated in an Alternative Currency not later than the Applicable Time on the day when due in such Alternative Currency to the Administrative Agent after in same day funds by deposit of such time being deemed funds to have been received the account at the applicable Agent’s Office without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Swing Line Advances not later than 12:00 Noon (London time) on the next succeeding Business Dayday when due in the currency of such Swing Line Advance to the Swing Line Agent in same day funds by deposit of such funds to the account at the applicable Agent’s Office without set-off, counterclaim or deduction of any kind. The Administrative Agent shall or Swing Line Agent, as the case may be, will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any Letter of Credit fees ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties applicable Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.06(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon 2:00 p.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its offices at 0 Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000, in same day funds, with payments being ; any payment received by the Administrative Agent after such time being 3:00 p.m. (New York City time) shall be deemed to have been received at the start of business on the next succeeding Business Day, unless the Administrative Agent shall have received from, or on behalf of, the Borrower a Federal Reserve reference number with respect to such payment before 4:00 p.m. (New York City time). The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent's acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)10.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off set‑off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender PartyLender, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender PartyLender, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10 or any other Obligation then payable hereunder and under the Notes to more than one Lender Party2.12 or, to such Lender Parties the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement principal or interest paid after an Event of Default and recording an acceleration or a deemed acceleration of information contained therein in the Register, from and after the applicable Increase Dateamounts due hereunder, the Administrative Agent shall make all payments hereunder and under any Notes issued will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in connection therewith in respect accordance with each Lender's outstanding Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of the interest assumed thereby to such Acceding Lendertheir respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.15), not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars to the Administrative Paying Agent at the Administrative Paying Agent’s Account in same day funds, with payments being received by the Administrative Paying Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Paying Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18, and upon the Administrative Paying Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d) or upon the purchase by any Lender of any Swing Line Advance pursuant to Section 2.02(b), from and after the effective date of such Assignment and AcceptanceAcceptance or purchase, as the case may be, the Administrative Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or purchased thereby to the Lender Party assignee or purchaser thereunder, and, in the case of an Assignment and Acceptance, the parties to any such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s 's Account in same day funds. The Borrowers shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent's Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18, and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.10, 2.13 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notesother Loan Documents, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.15), not later than 12:00 Noon 10:30 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business DayDay (it being acknowledged and agreed by the Borrower that should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment). The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes other Loan Documents to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City Cleveland, Ohio time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees fees, Prepayment Consideration or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) All payments made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), Notes not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the Administrative Agent’s Account Account, in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees Commitment Fees or Letter of Credit Fees ratably (except amounts payable pursuant to Section 2.13 or Section 2.14 and except that any other Obligation then payable hereunder and under Bank may receive less than its ratable share of interest to the Notes extent Section 2.21 or Section 8.06 is applicable to more than one Lender Party, it) to such Lender Parties the Banks for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, Bank to such Lender Party Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.08(b), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party Bank 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. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Administrative Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and under the Notesother amounts relating to, irrespective of any right of counterclaim Advances denominated in a Committed Currency or set-off (except as otherwise provided in Section 2.13)Committed L/C Currency, not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds and without deduction, set off or counterclaim. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon 2:00 p.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its offices at 0 Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000, in same day funds, with except payments being to be made directly to any Issuing Bank as expressly provided herein; any payment received by the Administrative Agent after such time being 3:00 p.m. (New York City time) shall be deemed to have been received at the start of business on the next succeeding Business Day, unless the Administrative Agent shall have received from, or on behalf of, the Borrower a Federal Reserve reference number with respect to such payment before 4:00 p.m. (New York City time). The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent’s acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the NotesNotes (if any), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Sections 2.04, 2.12, 2.15 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes or CAF Notes (if any) in respect of the interest assigned thereby to the Lender Party 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. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note or CAF Note, as the case may be, held by such Lender (if any), to charge from time to time against any or all of the Borrower's accounts with such Lender any amount so due. All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the CAF Rate or the Federal Funds Rate or in respect of Fixed Rate Advances and of facility fees and utilization fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be prima facie evidence of the correctness thereof. Whenever any payment hereunder or under the Notes or CAF Notes (if any) shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or CAF Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 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 the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day; provided, that, all payments by the Borrower hereunder with respect to principal and interest on Advances denominated an Alternative Currency shall be made to the Administrative Agent, for the account of the Lenders, in such Alternative Currency and in same day funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent the Alternative Currency payment amount. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and under the Notesother amounts relating to, irrespective of any right of counterclaim or set-off (except as otherwise provided Advances denominated in Section 2.13)a Foreign Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except Except as otherwise specifically provided herein, all payments hereunder shall be made to the Agent in Section 2.13)U.S. dollars in immediately available funds at its offices at 000 Xxxxx Xxxxx Xxxxxx, Independence Center, NC1-001-15-04, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 not later than 12:00 Noon 2:00 p.m. (New York City Charlotte, North Carolina time) on the day date when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being due. Payments received by the Administrative Agent after such time being shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Agent (with notice to the Borrower); provided, however, that failure to give any such notice shall not limit or otherwise affect the right to make any such debit or set-off. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Agent the Revolving Loans, LOC Obligations, Fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall promptly distribute such payment to the Banks in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 2.17). The Agent will thereafter cause like funds to be distributed (i) if such promptly like funds relating to the payment by the Borrower is in respect of principal, interestreimbursement of drawings under Letters of Credit, commitment or interest or fees or any other Obligation then payable hereunder and under ratably to the Notes Banks entitled to more than one Lender Party, to receive such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied payments in accordance with the terms of this Credit Agreement. Upon Whenever any Acceding Lender becoming payment hereunder shall be stated to be due on a Lender hereunder as day which is not a result Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of a Commitment Increase pursuant to Section 2.17 interest and upon Fees for the Administrative Agent’s receipt period of such Lender’s Accession Agreement and recording of information contained therein extension), except that in the Registercase of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. All payments made by the Borrower hereunder shall be made without setoff or counterclaim. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to the computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and after include the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptanceadvance, but exclude the Administrative Agent shall make all payments hereunder and under the Notes in respect date of the interest assigned thereby to the Lender Party 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 themselvespayment.

Payments and Computations. (a) The Borrower shall make each Each payment hereunder and under on the Notes, irrespective Guaranty Subordinated Debt received in violation of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being provisions hereof shall be deemed to have been received on by the next succeeding Business Day. The applicable Guarantor as trustee for the Administrative Agent and the Lenders and shall promptly thereafter cause like funds be paid over to be distributed (i) if such payment by the Administrative Agent immediately on account of the Guarantied Obligations, but without otherwise affecting in any manner the Guarantors’ liability under this Article X. Each Guarantor agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the filing of claims is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment required by the Borrower is law in respect of any Obligation then payable hereunder Guaranty Subordinated Debt, and the Administrative Agent shall be entitled to one Lender Partyall of the Guarantors’ rights thereunder. If for any reason any Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Lender Party for the account of its Applicable Lending OfficeGuarantor’s name to file such claim or, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt discretion, to assign such claim to and cause proof of claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such LenderGuarantor’s Accession Agreement and recording of information contained therein in rights to any payments or distributions to which such Guarantor otherwise would be entitled. If the Register, from and after amount so paid is greater than the applicable Increase DateGuarantors’ liability under this Guaranty, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of pay the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby excess amount to the Lender Party 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 themselvesparty entitled thereto.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off Notes (except as otherwise provided with respect to principal of, interest on, and other amounts relating to Advances denominated in Section 2.13), an Alternative Currency) not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received funds by deposit of such funds to the Administrative Agent after such time being deemed to have been received on Agent's account maintained at the next succeeding Business DayPayment Office for Dollars in New York City. The Administrative Agent Borrowers shall promptly thereafter cause like funds to be distributed (i) if such make each payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes with respect to more principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency not later than one Lender Party11:00 A.M. (London time) on the day when due in such Alternative Currency to the Euro-Agent in same day funds by deposit of such funds to the Euro-Agent's account maintained at the Payment Office for such Alternative Currency, or, in the case of Local Currency Advances, at such other time and place as shall be specified in the applicable Local Currency Addendum. The Agent, the Euro-Agent or the applicable Local Currency Agent, as applicable, will give the Company prior notice of the due date of the principal of any Committed Advance and of the due date and amount of any fees payable hereunder; PROVIDED that the failure to give any such Lender Parties prior notice shall not limit the Company's or the applicable Borrower's liability for such payment, but shall delay the due date of such payment for purposes of SECTIONS 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent, Euro-Agent or the applicable Local Currency Agent, as applicable, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to SECTION 2.03, 2.08, 2.12 or 2.17) to the applicable Banks for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, Bank to such Lender Party Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13), a Foreign Currency) not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due due, without setoff or counterclaim, in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Foreign Currency not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due, without setoff or counterclaim, in such Foreign Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(d)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, Date the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.15), not later than 12:00 Noon 2:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account (or such other account as directed by the Administrative Agent) in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. Without limiting the terms of the preceding sentence, the principal of, and the accrued interest on, any Advances denominated in U.S. dollars shall be payable in U.S. dollars and any Advances denominated in a Foreign Currency shall be payable in the same Foreign Currency as such Advance. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower Authority shall make or cause to be made each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), Fee Letters not later than 12:00 Noon (3:00 p.m., New York City time) , on the day when due due, in U.S. dollars lawful money of the United States of America to the account of the Administrative Agent at set forth in Section 2.9(c) hereof in immediately available funds; provided, however, that whenever any payment hereunder or the Administrative Agent’s Account Fee Letters shall be due on a day that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time; and provided, further, that the Authority shall be permitted to make any payment pursuant to Section 2.5 in same next day funds, with payments being funds if such payment is made (i) on the Business Day immediately preceding the date on which such payment would otherwise have been due and (ii) in an amount equal to the amount that would have been required to have been paid had the payment not been made in next day funds in reliance upon this proviso. Payment received by the Administrative Agent after such the applicable time being deemed set forth in this Section 2.9 shall be considered to have been received made on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment All computations of interest payable by the Borrower Authority on LIBO Rate Term Loans and LIBO Rate Term Loans bearing interest at the Default Rate shall be computed on the basis of a year of three hundred sixty (360) days and the actual days elapsed and all computations of interest payable by the Authority on Base Rate Term Loans and Base Rate Term Loans bearing interest at the Default Rate shall be computed on the basis of a year of three hundred sixty-five (365) days and the actual days elapsed. Interest shall accrue during each period during which interest is in respect computed from and including the first day thereof to but excluding the last day thereof. All computations of principal, interest, commitment fees payable by the Authority hereunder or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for Fee Letters shall be made on the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result basis of a Commitment Increase pursuant to Section 2.17 and upon three hundred sixty (360)-day year but calculated on the Administrative Agent’s receipt actual number of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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 themselvesdays elapsed.

Payments and Computations. (a) The Borrower shall make each payment hereunder free and under the Notes, irrespective clear of any right of counterclaim setoff or set-off (except as otherwise provided in Section 2.13)counterclaim, with such payment being paid not later than 12:00 Noon 11:00 A.M. (New York City timeLondon Time) on the day when due due, in U.S. dollars the case of any reimbursements of costs or expenses of the Administrative Agent or any Lender incurred in a currency other than Euros, in the currency in which such costs and expenses are incurred, and in the case of principal or interest on the Term Loan, any fees under the Fee Letter or any other amounts payable under this Agreement, in Euros, to the Administrative Agent at in same-day funds by deposit of such funds to (i) the Administrative Agent’s Account with respect to payments in same day funds, with payments being received by Euros or (ii) to such account as the Administrative Agent after such time being deemed may designate with respect to have been received on the next succeeding Business Daypayments in any other currencies. The Administrative Agent shall will promptly thereafter (and in any event, if received from the Borrower by the time specified in the preceding sentence, on the day of receipt) cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Partyin a particular currency, to such Lender Parties the applicable Lenders for the account of their respective Applicable Lending Facility Offices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lender Parties Lenders, and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender PartyLender, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein Facility Office for payments in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lendercurrency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d10.7(e), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby hereby to the Lender Party assignee thereunderhereunder, 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.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrowers shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.21, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.21 or an extension of the Termination Date pursuant to Section 2.22 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The All payments to be made by the Borrower hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Unless otherwise expressly provided herein, the Borrower shall make each payment or prepayment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(b) or (c), 2.11, 2.14 or 8.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Revolving Credit Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(e), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and under the Notesother amounts relating to, irrespective of any right of counterclaim or set-off (except as otherwise provided Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds, without deduction for any counterclaim or set-off. Each Borrower shall make each payment hereunder with payments being received by respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 12:00 noon (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, without deduction for any counterclaim or set-off. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, interest or commitment fees ratably (other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or any other Obligation then payable hereunder and under 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Revolving Credit Commitment Increase pursuant to Section 2.17 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Revolving Credit Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.19 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the any Notes, irrespective of any right of counterclaim except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency or set-off (except as otherwise provided in Section 2.13)Swing Line Advances, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day fundsfunds without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with payments being received by respect to principal of, interest on, and other amounts relating to Advances (other than Swing Line Advances) denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Administrative Agent after in same day funds by deposit of such time being deemed funds to have been received the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Swing Line Advances not later than 12:00 Noon (London time) on the next succeeding Business Dayday when due in the currency of such Swing Line Advance to the Swing Line Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. The Administrative Agent shall or Swing Line Agent, as the case may be, will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any Letter of Credit fees ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties applicable Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.06(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon (New York City time) 3:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Section 11.02 in same day funds, with except payments being to be made directly to any Issuing Bank as expressly provided herein; any payment received by the Administrative Agent after such time being 3:00 P.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent's acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances or Letters of Credit denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment, irrespective of any right of counterclaim or set-off hereunder with payments being received by respect to principal of, interest on, and other amounts (other than fees) relating to, Advances or Letters of Credit denominated in a Committed Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.12, 2.15, 2.20 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to such any Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender Party hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) All payment hereunder shall be made in U.S. Dollars. The Borrower shall make each payment hereunder under the Subordinated Loan Agreement and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), Subordinated Notes not later than 12:00 Noon noon (New York, New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Subordinated Agent’s 's Account in same day immediately available funds, with . All payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect hereunder shall be made without any offset, abatement, withholding, deduction, counterclaim, or reduction. Upon receipt of payment from the Borrower of any principal, interest, commitment or fees or any other Obligation then payable hereunder and under due to the Notes Subordinated Lenders, the Subordinated Agent shall promptly after receipt thereof distribute to more than one Lender Party, to the Subordinated Lenders their ratable share of such Lender Parties payments for the account of their respective Applicable Lending Offices ratably in accordance with Subordinated Lender's Account. If and to the amounts extent that the Subordinated Agent shall not have so distributed to any Subordinated Lender its ratable share of such respective Obligations then payable payments, the Subordinated Agent agrees that it shall pay interest on such amount for each day after the day when such amount is made available to such Lender Parties and (ii) if such payment the Subordinated Agent by the Borrower until the date such amount is in respect of any Obligation then payable hereunder to one Lender Party, paid to such Subordinated Lender Party for by the account Subordinated Agent at the Federal Funds Rate in effect from time to time. Interest on such amount shall be due and payable by the Subordinated Agent upon demand by such Subordinated Lender. Upon receipt of its Applicable Lending Officeother amounts due solely to the Subordinated Agent or a specific Subordinated Lender, in each case the Subordinated Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this the Subordinated Loan Agreement. Upon Whenever any Acceding Lender becoming payment shall be stated to be due on a Lender hereunder as day other than a result Business Day, such payment shall be made on the next succeeding Business Day, and such extension of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of time shall in such Lender’s Accession Agreement and recording of information contained therein case be included in the Registercomputation of payment of interest. If the time for payment for an amount payable is not specified in the Subordinated Loan Documents, from or in any other document, the payment shall be due and payable ten (10) days after the date on which the Subordinated Agent or applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Subordinated Lender Party 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 themselvesdemands payment therefor.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or without set-off (except as otherwise provided or counterclaim and with respect to amounts denominated in Section 2.13), Dollars not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at in same day funds by deposit of such funds to the Administrative Agent’s Account 's account maintained at the Payment Office for Dollars. Each Borrower shall make each payment hereunder with respect to amounts denominated in a Major Currency (other than Dollars) or in an Alternate Currency not later than 1:00 P.M. (local time) (at the Payment Office for such currency) on the day when due in such currency to the Administrative Agent in same day fundsfunds by deposit of such funds to the Administrative Agent's account maintained at such Payment Office. Subject to the immediately succeeding sentence, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (i) if such payment by the Borrower is in respect of principal, interest, commitment fees other than amounts payable pursuant to Section 2.09 or any other Obligation then payable hereunder and under the Notes to more than one Lender Party2.11 or, to such Lender Parties the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.05(a)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement principal or interest paid after an Event of Default and recording an acceleration or a deemed acceleration of information contained therein in the Register, from and after the applicable Increase Dateamounts due hereunder, the Administrative Agent shall make all payments hereunder and under any Notes issued will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in connection therewith in respect accordance with each Lender's outstanding Advances (other than amounts payable pursuant to Section 2.09 or 2.11) to the Lenders for the account of the interest assumed thereby to such Acceding Lendertheir respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at by deposit of such funds to the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, Date the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d10.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 or an extension of the Termination Date pursuant to Section 2.18, and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off set‑off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender Xxxxxx becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such LenderXxxxxx’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. The Borrower hereby irrevocably authorizes Xxxxxx Xxxxxxx XX from time to time to pay or prepay to the Lender on behalf of the Borrower any amount due and payable hereunder or under the Note, by application of funds from any Free Credit Balance existing at such time or from redemption or other disposition of any MS BusinesScape Funds in the Borrower’s MS BusinesScape Account (aand the Borrower hereby authorizes Xxxxxx Xxxxxxx XX from time to time to redeem or otherwise dispose of such MS BusinesScape Funds for the purpose of obtaining funds to make such payment or prepayment). The Borrower agrees to deposit or otherwise make available to the Borrower’s MS BusinesScape Account for the account of the Lender on the day when due and payable, the amount necessary for the purpose of making payment of any amount due hereunder or under the Note. To the extent that such Free Credit Balance and the value of such MS BusinesScape Funds are insufficient for Xxxxxx Xxxxxxx XX to so pay to the Lender on behalf of the Borrower any such amount due hereunder, the Lender may, in its sole discretion, make an Advance pursuant to (and to the extent permitted under) Section 2.02(a)(iii) in such amount. The Borrower shall make each payment hereunder and or under the NotesNote in respect of interest on, irrespective of any right of counterclaim principal of, or set-off (except as otherwise provided in Section 2.13)other amount related to the Advances, not later than 12:00 Noon noon (New York City time) on the day when due and payable in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account United States Dollars in same day funds, with payments being so received by the Administrative Agent Lender after such time being deemed to have been received made on the next succeeding Business Day. The Administrative Agent All computations of interest hereunder or under the Note shall promptly thereafter cause like funds to be distributed (i) if such payment made by the Borrower is in respect Lender on the basis of principala year of 365 or 366 days, interest, commitment fees or any other Obligation then payable hereunder and under as the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Officecase may be, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Lender of an interest rate hereunder or under the Note shall be conclusive and binding for all purposes, absent manifest error. Whenever any payment hereunder or under the Note shall be stated to be applied due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein case be included in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect computation of the interest assumed thereby to such Acceding Lender. Upon its acceptance payment of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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 themselvesinterest.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim counterclaim, deduction or set-off (except as otherwise provided in Section 2.132.16), not later than 12:00 Noon 2:00 P.M. (New York, New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then due and payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account accounts of their respective Applicable Lending Offices ratably in accordance with their respective Pro Rata Shares of the amounts of such respective Obligations then due and payable to such Lender Parties at such time and (ii) if such payment by the Borrower is in respect of any Obligation then due and payable hereunder solely to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Each Loan Party shall make each payment hereunder and under the Notesother Loan Documents (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent Each Loan Party shall promptly thereafter cause like funds to be distributed (i) if such make each payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes other Loan Documents with respect to more principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than one Lender Party11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to such Lender Parties the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith the other Loan Documents in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by it hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), Notes not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars US Dollars to the Administrative Agent at the Administrative Agent’s Account 's Account, in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or the Facility Fee ratably (iother than amounts payable pursuant to Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14, 2.15, 2.17 or 9.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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. Upon any Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.17, and upon the Administrative Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.17(d), from and after the applicable Extension Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Assuming Lender. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.19, and upon the Administrative Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register pursuant to Section 2.19(d), from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to the Assuming Lender.

Payments and Computations. (a) The Borrower shall make each payment hereunder free and under the Notes, irrespective clear of any right of counterclaim setoff or set-off (except as otherwise provided in Section 2.13)counterclaim, with such payment being paid not later than 12:00 Noon 11:00 a.m. (New York City timeBrussels Time) on the day when due due, in U.S. dollars the case of any reimbursements of costs or expenses of the Administrative Agent or any Lender incurred in a currency other than Euros, in the currency in which such costs and expenses are incurred, and in the case of principal or interest on the Term Loan, any fees under the Fee Letter or any other amounts payable under this Agreement, in Euros, to the Administrative Agent at in same-day funds by deposit of such funds to (i) the Administrative Agent’s Account with respect to payments in same day funds, with payments being received by Euros or (ii) to such account as the Administrative Agent after such time being deemed may designate with respect to have been received on the next succeeding Business Daypayments in any other currencies. The Administrative Agent shall will promptly thereafter (and in any event, if received from the Borrower by the time specified in the preceding sentence, on the day of receipt) cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Partyin a particular currency, to such Lender Parties the applicable Lenders for the account of their respective Applicable Lending Offices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lender Parties Lenders, and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender PartyLender, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein Office for payments in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lendercurrency. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d10.7(e), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby hereby to the Lender Party assignee thereunderhereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Except to the extent explicitly provided otherwise herein, each party hereto shall make each payment hereunder due to the other party hereto (or its Affiliate) pursuant to this Agreement by no later than 12:00 p.m., New York City time, on the day when due (unless otherwise consented to by the party hereto (or its Affiliate) to whom such payment is due). Except to the extent explicitly provided herein to the contrary, all payments required to be made by a party hereto shall be made in cash or, with respect to the Parent and under the NotesSeller, irrespective in cash or, at the Seller’s election, by delivery to the Acquiror for cancellation of any right shares of counterclaim or set-off (Acquiror Stock, Equity Units for which, except as otherwise provided in Section 2.13)11.05, not later than 12:00 Noon (New York City time) on Eligible Collateral has been substituted therefor in the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Indemnification Collateral Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts Indemnification Control Agreement or Acquiror Interim Preferred Stock with a Fair Value equal to the amount required to be paid, provided, however, in no event shall the Seller be entitled to remit payment to the Acquiror in the form of such respective Obligations Acquiror Stock or Acquiror Interim Preferred Stock to the extent that the aggregate Fair Value of Acquiror Stock and Acquiror Interim Preferred Stock contemplated to be so delivered to the Acquiror for cancellation in satisfaction of any amount then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder Seller to one Lender Partythe Acquiror under this Agreement, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance together with the terms aggregate Fair Value of all Acquiror Stock and Acquiror Preferred Stock delivered to the Acquiror for cancellation in satisfaction of amounts previously payable by the Seller to the Acquiror under this Agreement. Upon any Acceding Lender becoming a Lender hereunder Agreement and the aggregate Fair Value of Acquiror Stock and/or Acquiror Interim Preferred Stock as a result of a Commitment Increase the Seller elected to reduce the Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.17 and upon 2.03(b) or Section 2.03(d), respectively, exceeds $350,000,000. No later than five Business Days prior to the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein date on which payment is due by the Seller or the Parent to the Acquiror, or in the Registerevent of the Seller’s election to reduce the Cash Consideration, from and after the applicable Increase Common Stock Consideration and/or the Preferred Stock Consideration at the Closing, as the case may be, pursuant to Section 2.03(a), Section 2.03(b) or Section 2.03(d), respectively, five Business Days prior to the Closing Date, the Administrative Agent Seller shall make all payments hereunder and under any Notes issued in connection therewith in respect deliver to the Acquiror written notice of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register Seller’s election pursuant to this Section 9.07(d)2.05, from which notice shall indicate the amount of cash and/or the number of shares of Acquiror Stock, Equity Units and/or Acquiror Interim Preferred Stock to be so remitted by the Seller or by which the Cash Consideration, the Common Stock Consideration and/or the Preferred Stock Consideration is to be so reduced and after the effective date Fair Value of such Assignment and AcceptanceAcquiror Stock, the Administrative Agent Equity Units and/or Acquiror Interim Preferred Stock. Any payment required to be made by a party in cash shall make all payments hereunder and under the Notes in respect be paid by wire transfer, if applicable, of the interest assigned thereby immediately available funds to the Lender Party assignee thereunder, and account or accounts designated by the parties to party hereto (or its Affiliate) receiving such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods payment at least three Business Days prior to such effective the date directly between themselveswhen due.

Payments and Computations. (a) The Borrower shall make each payment hereunder (other than with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)set- off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.11, 2.14 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of an extension of the Termination Date pursuant to Section 2.18 or a Commitment Increase pursuant to Section 2.17 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided with respect to principal of, interest on, and other amounts (other than Ticking Fees, arrangement fees and upfront fees) relating to, Advances or Commitments denominated in Section 2.13Euros), not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Schedule 1.02 in same day funds, without setoff, deduction or counterclaim. The Borrower shall make each payment with payments being received by respect to principal of, interest on, and other amounts (other than Ticking Fees, arrangement fees and upfront fees) relating to Advances or Commitments denominated in Euros not later than 1:00 P.M. (New York City time) on the day when due in Euros, in each case, to the Administrative Agent after such time being deemed at its address referred to have been received on in Schedule 1.02 in same day funds, without setoff, deduction or counterclaim. Subject to the next immediately succeeding Business Day. The sentence, the Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by of principal or interest or Ticking Fees ratably to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement principal or interest paid after an Event of Default and recording an acceleration or a deemed acceleration of information contained therein in the Register, from and after the applicable Increase Dateamounts due hereunder, the Administrative Agent shall make all payments hereunder and under any Notes issued will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in connection therewith in respect accordance with each Lender’s outstanding Advances to the Lenders for the account of the interest assumed thereby to such Acceding Lendertheir respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (to the extent not paid pursuant to Section 6 of the Security Agreement or Section 6 of the Master Collateral and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13Intercreditor Agreement), not later than 12:00 Noon 2:00 p.m. (New York City time) on the day when due by wire transfer in U.S. dollars Dollars and in immediately available funds, without set-off or counterclaim, to the Administrative Lender Collateral Agent at the Administrative Agent’s its LA Asset Backed Account in same day funds(Account # 00000000 Reference: AmeriCredit Corp Attn: CDO Administration) maintained at Deutsche Bank Trust Company Americas, Xxx Xxxx, XX 00000 (ABA# 021-001-033), with facsimile notice (including wire number) to the CDO Administration Department of the Lender Collateral Agent (facsimile number (000) 000-0000), or such other account as the Lender Collateral Agent shall designate in writing to the Borrowers. Promptly upon receipt thereof by the Lender Collateral Agent, each payment of principal on the Borrowings shall be remitted by the Lender Collateral Agent in immediately available funds to each Agent pro rata in accordance with Section 2.04 or, in the case of payments being received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to the Lenders in each Lender Group; provided that on each Distribution Date from and after the occurrence of a Partial Expiration Event until the earlier to occur of (i) the Lending Termination Date and (ii) the date on which the outstanding principal amount of Advances held by each Nonextending Lender has been reduced to zero, principal payments of Advances other than payments required to cure Borrowing Base Deficiencies shall be allocated and applied to the Limited Amortization Amounts due to the Nonextending Lenders and related Conduit Lenders pro rata based on their respective Limited Amortization Amounts for such Distribution Date. Promptly upon receipt thereof by an Agent, each payment of principal on the Borrowings shall be remitted by such Agent in like funds as received to each Lender in its Lender Group (subject to the proviso to the immediately preceding sentence) for the account of its Applicable Lending Office pro rata in accordance with Section 2.04 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, pro rata according to the aggregate outstanding principal balance of the Advances owed to such Lenders. Each payment of interest on the Borrowings shall be remitted by the Administrative Agent after such time being deemed in immediately available funds as received to have been each Agent pro rata in accordance with Section 2.04 or, in the case of payments received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principalthe Facility Maturity Date or at any time thereafter, interestpro rata according to the aggregate outstanding principal balance of the Advances owed to the Lenders in each Lender Group. Promptly upon receipt thereof by an Agent, commitment fees or any other Obligation then payable hereunder and under each payment of interest on the Notes Borrowings shall be remitted by such Agent in immediately available funds as received to more than one each Lender Party, to such in its Lender Parties Group for the account of their respective its Applicable Lending Offices ratably Office pro rata in accordance with the amounts aggregate amount of unpaid interest owed to each of such respective Obligations then payable to such Lender Parties and (ii) if such payment Lenders. Promptly upon receipt thereof by the Borrower is Administrative Agent, each payment of Commitment Fees, Usage Fees or other fees shall be remitted by the Administrative Agent in immediately available funds as received to the Agent for each Lender entitled thereto, pro rata according to the amount thereof owed to each such Lender. Upon its acceptance of an Assignment and Assumption from and after the "Transfer Effective Date" specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder in respect of any Obligation then payable hereunder the interest assigned thereby to one Lender Partythe Agent of the Lender's assignee thereunder, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon (New York City time) 2:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in its offices at 222 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xn same day funds, with except payments being to be made directly to any Issuing Bank as expressly provided herein; any payment received by the Administrative Agent after such time being 3:00 P.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. , unless the Administrative Agent shall have received from, or on behalf of, the Borrower a Federal Reserve reference number with respect to such payment before 4:00 P.M. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent's acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any right of counterclaim or set-off (or counterclaim, except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars to the Administrative Designated Agent at the Administrative Designated Agent’s Account in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-off or counterclaim, with payments being received by respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due, in such Committed Currency to the Designated Agent, by deposit of such funds to the Designated Agent’s Account in same day funds. The Administrative Designated Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees ratably (iother than amounts payable pursuant to Sections 2.11, 2.14, 8.04 and 8.08) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Designated Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Administrative Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Designated Agent shall make all payments hereunder and under the Notes Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (including under Section 2.03, 2.05, or 2.06) and under the Notes, irrespective whether the amount so paid is owing to any or all of any right of counterclaim the Lenders or set-off (except as otherwise provided in Section 2.13)to the Administrative Agent, not later than 12:00 Noon 2:00 p.m. (New York City Calgary local time) without set-off, counterclaim, or any other deduction whatsoever, on the day when due in (i) Cdn. Dollars, in the case of all fees required to be paid under Section 2.03, and all amounts payable (whether principal or interest) in respect of Prime Rate Advances and Cdn. Dollar Eurodollar Rate Advances and all amounts payable (including the Acceptance Fee) in respect of B/A Advances, and (ii) in U.S. dollars Dollars, in the case of amounts payable (whether principal or interest) in respect of Base Rate Advances and U.S. Dollar Eurodollar Rate Advances, to the Administrative Agent in care of its Payment Office, or at such other location designated by notice to the Borrowers from the Administrative Agent’s Account Agent and agreed to by the Borrowers, in same day funds. Each such payment made by a Borrower for the account of any Lender hereunder, with payments being received when so made to the Administrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent after or any Lender upon the bankruptcy, insolvency or reorganization of such time being Borrower or otherwise, such payment shall be deemed not to have been received on the next succeeding Business Dayso made. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees ratably (iother than amounts payable pursuant to Section 2.12, 2.13, 2.14, 2.16, 9.04(b) if such payment by or 9.04(c)) to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder free and under the Notes, irrespective clear of any right setoff or counterclaim, with such payment (other than repayment of counterclaim or set-off (except as otherwise provided in Section 2.13), a Swing Line Loan) being paid not later than 12:00 Noon 11:00 a.m. (New York City timeRelevant Currency Time) on the day when due in the case of principal or interest on and other amounts relating to any Borrowing in the currency in which such Borrowing was denominated and in any other case in U.S. dollars Dollars, to the Administrative Agent at in same-day funds by deposit of such funds to the Administrative Agent’s Account for payments in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Dayapplicable currency. The Administrative Agent shall will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day of receipt) cause like funds to be distributed (i) if such payment by the a Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Partyin a particular currency, to such Lender Parties the applicable Lenders for the account of their respective Applicable Lending Offices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lender Parties Lenders, and (ii) if such payment by the a Borrower is in respect of any Obligation then payable hereunder to one Lender PartyLender, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein Office for payments in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lendercurrency. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.6(d), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby hereby to the Lender Party assignee thereunderhereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (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 and prepayment hereunder (including fees and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), expenses) not later than 12:00 Noon (New York City time) 2:00 p.m. on the day when due due, in U.S. dollars Dollars to the Administrative Agent, for the account of the Appropriate Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds. The Borrowers shall make each payment and prepayment with respect to principal of and interest on Loans denominated in an Alternative Currency not later than the Applicable Time specified by the Administrative Agent at on the dates specified herein, in such Alternative Currency to the Administrative Agent, for the account of the Appropriate Lenders to which such payment is owed, at the applicable Administrative Agent’s Account Office for payment and in same day fundsSame Day Funds. Without limiting the generality of the foregoing, with the Administrative Agent may require that any payments being due under this Agreement be made in the United States. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after such time being 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent, in the case of payments in an Alternative Currency, shall in each case be deemed to have been received on the next succeeding Business Day. The Administrative Agent Day and any applicable interest or fee shall promptly thereafter cause like funds continue to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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 themselvesaccrue.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) in the case of Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans, and 11:00 A.M. (Mexico City time) in the case of either the Tranche B Loans, the Tranche C-1 Loans or the Tranche C-2 Loans, on the day when due (i) in the case of the Tranche A-1 Loans, the Tranche A-2 Loans or Tranche A-3 Loans, in U.S. dollars Dollars and in the case of either the Tranche B Loans, the Tranche C-1 Loans or the Tranche C-2 Loans, in Pesos, in all cases to the Administrative Agent Agent, for the account of each of the Lenders, at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender PartyLender, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender PartyLender, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the such Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City Cleveland, Ohio time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.. 50

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon 11:00 A.M. (New York City Los Angeles time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Section 11.02 in same day funds, with except payments being to be made directly to the Issuing Bank as expressly provided herein; any payment received by the Administrative Agent after such time being 11:00 A.M. (Los Angeles time) shall be deemed to have been received at the start of business on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective DC1 - 221047.18 Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent's acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s 's Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent's Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a1) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)hereunder, not later than 12:00 Noon 1:30 p.m. (New York City time) on the day when due by wire transfer in U.S. dollars Dollars and in immediately available funds, without set-off or counterclaim, to the Administrative Agent at its account maintained at the office of Bank of New York, New York, New York, ABA No. 000-000-000, to Account No. 890- 038-6673, Account Name: Greenwich ISS/RED, Attention: Xxxxx Xxxxxxx, Reference: AmeriCredit RCCA Facility, with telephone notice (including wire number) to the Asset Finance Department of the Administrative Agent (telephone number (000) 000-0000), or such other account as the Administrative Agent shall designate in writing to the Borrower. Subject to the provisions of the Subordination Agreement and Article IX hereof, promptly upon receipt thereof by the Administrative Agent’s Account in same day funds, with payments being received each payment of principal on the Borrowings shall be remitted by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause in like funds as received to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one each Lender Party, to such Lender Parties for the account of their respective its Applicable Lending Offices ratably Office PRO RATA in accordance with SECTION 2.05 or, in the case of payments received in respect of the Facility Maturity Date or at any time thereafter, PRO RATA according to the aggregate outstanding principal balance of the Advances owed to the Lenders. Subject to the provisions of the Subordination Agreement and Article IX hereof, promptly upon receipt thereof by the Administrative Agent, each payment of interest on the Borrowings shall be remitted by the Administrative Agent in like funds as received to each Lender for the account of its Applicable Lending Office PRO RATA in accordance with the amounts aggregate amount of such respective Obligations then payable unpaid interest owed to such Lender Parties each of the Lenders. Subject to the provisions of the Subordination Agreement and (ii) if such payment Article IX hereof, promptly upon receipt thereof by the Borrower is Administrative Agent, each payment of Facility Fees, Commitment Fees or other fees shall be remitted by the Administrative Agent in respect of any Obligation then payable hereunder like funds as received to one each Lender Party, to such Lender Party entitled thereto for the account of its Applicable Lending Office, in PRO RATA according to the amount thereof owed to each case to be applied in accordance with the terms of this Agreementsuch Lender. Upon any Acceding Lender becoming a Lender hereunder as a result its acceptance of a Commitment Increase pursuant to Section 2.17 an Assignment and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, Assumption from and after the applicable Increase "Transfer Effective Date" specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party Lender's assignee thereunder, for the account of its Applicable Lending Office, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Paying Agent at the Administrative Paying Agent’s Account in same day funds, with payments being received by the Administrative Paying Agent after such time being deemed to have been received on the next succeeding Business Day; provided, that, all payments by the Borrower hereunder with respect to principal and interest on Advances denominated in an Alternative Currency shall be made to the Paying Agent, for the account of the Lenders, in such Alternative Currency and in same day funds not later than the Applicable Time specified by the Paying Agent on the dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Paying Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04, 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.21, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, Date the Administrative Agent shall treat each Assuming Lender as a Lender under this Agreement and shall make all payments hereunder and under any Notes issued in connection therewith in respect of pro rata among the Lenders taking into account the interest assumed thereby to such Acceding by the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.08(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notesother Loan Documents, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.15), not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed deemed, in the sole discretion of the Administrative Agent, to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Applicable Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes other Loan Documents to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Applicable Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(f), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes Xxxxxxx -- Credit Agreement (40) other Loan Documents in respect of the interest assigned thereby to the Lender Party assignee thereunder, and thereunder except for accrued interest owing to the parties Lender Party assignor which shall be payable directly to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesLender Party.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. Jabil Credit Agreement37 42

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the 49 Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d10.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon 2:00 p.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its offices at 2 Penns Way, Suite 200, New Castle, DE 19270, in same day funds, with payments being excexx xxxxxxxx xx xx xxxx xxxxxxxx xx xxx Xxxxxng Bank as expressly provided herein; any payment received by the Administrative Agent after such time being 3:00 p.m. (New York City time) shall be deemed to have been received at the start of business on the next succeeding Business Day, unless the Administrative Agent shall have received from, or on behalf of, the applicable Borrower a Federal Reserve reference number with respect to such payment before 4:00 p.m. (New York City time). The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from a Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the applicable Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent's acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon 2:00 p.m. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its offices at 0 Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000, in same day funds, with payments being ; any payment received by the Administrative Agent after such time being 3:00 p.m. (New York City time) shall be deemed to have been received at the start of business on the next succeeding Business Day, unless the Administrative Agent shall have received from, or on behalf of, the applicable Borrower a Federal Reserve reference number with respect to such payment before 4:00 p.m. (New York City time). The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from a Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the applicable Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent's acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)10.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.16), not later than 12:00 Noon noon. (New York, New York City time) on the day when due (or, in U.S. dollars the case of payments made by a Guarantor pursuant to Section 8.01, on the date of demand therefor) shall be payable in the currency in which such Obligations are denominated to the Applicable Administrative Agent at the Applicable Administrative Agent’s Account in same day funds. If such payment is received after such time, with payments being it will be considered received by the following Business Day, in the Applicable Administrative Agent’s sole discretion. The Applicable Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower Borrowers is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower Borrowers is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon acceptance by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Applicable Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d10.08(d), from and after the effective date Closing Date of such Assignment and Acceptance, the Applicable Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the each Lender Party assignee thereunder, thereunder on a pro rata basis based on the time the assignor and assignee held such assigned interest. Each payment to be made hereunder and under the parties Notes by the Canadian Loan Parties shall be made to such Assignment the Primary Canadian Agent. Each payment to be made hereunder and Acceptance under the Notes by the US Loan Parties in respect of the Obligations shall make all appropriate adjustments in such payments for periods prior be made to such effective date directly between themselvesthe Primary US Agent.

Payments and Computations. (a) The Borrower Subject to the immediately succeeding sentence, the Borrowers shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon 11:00 A.M. (New York City Singapore time) on the day when due in U.S. dollars Singapore Dollars or Hong Kong Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Borrowers shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Australian Dollars, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 11:00 A.M. (Sydney time) on the day when due in Australian Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower Borrowers is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes other Loan Documents to more than one Lender PartyLender, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties Lenders and in accordance with the applicable Standing Payment Instructions and (ii) if such payment by the Borrower Borrowers is in respect of any Obligation then payable hereunder to one Lender PartyLender, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.16 or Reallocation pursuant to Section 2.18 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes other Loan Document issued in connection therewith in respect of the interest assumed thereby to such Acceding Assuming Lender in accordance with such Assuming Lender’s Standing Payment Instructions. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from From and after the effective date of such Assignment and AcceptanceTransfer Date, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby pursuant to the applicable Transfer Certificate to the Lender Party assignee thereunderthereunder in accordance with such Lender assignee’s Standing Payment Instructions, and the parties to such Assignment and Acceptance Transfer Certificate shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 noon (at the Administrative Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees of Letter of Credit commissions ratably (iother than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), Revolving Credit Notes not later than 12:00 Noon P.M. (New York City time) (except for payments made pursuant to Section 2.7(e) which shall be credited no later than when received by the Agent) on the day when due due, in U.S. dollars Dollars, to the Administrative Agent at the Administrative Agent’s Account its address referred to in same day fundsSection 10.2 in immediately available funds without set-off or counterclaim. The Agent will, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter Day of its receipt thereof, cause like funds to be distributed like funds relating to the payment of principal of or interest on the Loans (iother than Swing Loans) if such payment by or fees with respect to any Loans (other than amounts payable pursuant to Section 2.11, 2.12, 2.13, 2.15, or 2.17(h)) to the Borrower is Lenders, in respect of principalaccordance with their respective Ratable Portions, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to such any Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result ; PROVIDED, HOWEVER, that payment of a Commitment Increase principal of the Swing Loans pursuant to Section 2.17 and upon 2.7(e) need not be distributed by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein Agent prior to the Settlement Date referred to in Section 2.18. With respect to the Register, from and after the applicable Increase DateSwing Loans, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect will promptly thereafter cause to be distributed like funds relating to the payment of principal of or interest on the interest assumed thereby Swing Loans to such Acceding Lenderthe Swing Bank for the account of its Applicable Lending Office. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)10.7, from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Revolving Credit Notes in respect of the interest assigned thereby to the Lender Party 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. Payment received by the Agent after 12:00 P.M. (New York City time) shall be deemed to be received on the next Business Day (except for payments made pursuant to Section 2.7(e) which shall be credited no later than when received by the Agent). Prior to the distribution of any funds to any Lender Party pursuant to this Section 2.14, the Agent shall use its best efforts to notify such Lender Party of such distribution.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Paying Agent at the Administrative Paying Agent’s Account in same day funds, with payments being received by the Administrative Paying Agent after such time being deemed to have been received on the next succeeding Business Day; provided, that, all payments by the Borrower hereunder with respect to principal and interest on Advances denominated an Alternative Currency shall be made to the Paying Agent, for the account of the Lenders, in such Alternative Currency and in same day funds not later than the Applicable Time specified by the Paying Agent on the dates specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent the Alternative Currency payment amount. The Administrative Paying Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of such Assignment and AcceptanceAssumption, the Administrative Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Section 8.02 in same day funds. Subject to the immediately succeeding sentence, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.09 or 2.11) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender’s outstanding Advances (other than amounts payable pursuant to Section 2.09 or 2.11) to the Lenders for the account of their respective Applicable Lending Offices. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.16, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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. All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate and of facility fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or such fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 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 in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under relating to the NotesAdvances without condition or deduction for any counterclaim, irrespective of any right of counterclaim defense, recoupment or set-off (except as otherwise provided in Section 2.13), setoff not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account Office in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.05(c), 2.07(c), 2.11, 2.14 or 9.04(d)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under relating to the Notes Advances in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming Lender becoming a Lender hereunder as a result of the effectiveness of a Commitment Increase pursuant to Section 2.05(c) or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording the information contained therein in the Register, from and after the relevant Commitment Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder and relating to the Advances in respect of the interest assumed thereby to such Assuming Lender.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or if any, without set-off (except as otherwise provided in Section 2.13)or counterclaim, not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars to the Administrative Paying Agent at the Administrative Paying Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Paying Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or facility fees ratably (iother than amounts payable pursuant to Section 2.03(b), 2.10, 2.13, 2.16 or 8.03(c)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase an extension of the Revolver Termination Date pursuant to Section 2.17 2.16, and upon the Administrative Paying Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Extension Date, the Administrative Paying Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.06(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Paying Agent shall make all payments hereunder and under the Notes Notes, if any, in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13)Dollars, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment, irrespective of any right of counterclaim or set-off hereunder with payments being received by respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Foreign Currency) on the next succeeding Business Dayday when due in such Foreign Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment facility fees or any letter of credit commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.12, 2.15 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.06(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender Assuming Xxxxxx becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversarythe Extension Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of without counterclaim or set-off (off, except as otherwise provided with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrower shall make each payment, without counterclaim or set-off hereunder with payments being received by respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or any other Obligation then payable hereunder and under 8.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase an extension of the Termination Date pursuant to Section 2.17 2.18, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Extension Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.06(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower Each Loan Party shall make each payment hereunder and under the Notesother Loan Documents (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent Each Loan Party shall promptly thereafter cause like funds to be distributed (i) if such make each payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes other Loan Documents with respect to more principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than one Lender Party11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to such Lender Parties the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest, fees or commissions ratably (other than amounts payable pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith the other Loan Documents in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. The Borrowers shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the any Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.15), not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.. The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any and all of the Borrower's accounts with such Lender Party or such Affiliate any amount so due. All computations of interest and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error. Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party 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 such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at the Federal Funds Rate. Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Agents and the Lender Parties in the following order of priority:

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.132.15), not later than 12:00 Noon 11:00 A.M. (New York City Dallas, Texas time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such payment by the such Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the such Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender Assuming Lender's becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.16, and upon the Administrative Agent’s 's receipt of such Lender’s Accession 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 12:00 Noon noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Section 8.02 in same day funds, funds in accordance with payments being received by the payment instructions set opposite the name of the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. Schedule I. The Administrative Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest ratably (iother than amounts payable pursuant to Section 2.02(c), 2.03, 2.06, 2.10, 2.13 or 8.04(b)) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" and the Commitment Fee shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Commitment Fee are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 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 in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. Notwithstanding anything to the contrary contained herein, any amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the Base Rate plus 2%, payable upon demand.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes, irrespective of without condition or deduction for any right of counterclaim counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.04, 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.21, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, Date the Administrative Agent shall treat each Assuming Lender as a Lender under this Agreement and shall make all payments hereunder and under any Notes issued in connection therewith in respect of pro rata among the Lenders taking into account the interest assumed thereby to such Acceding by the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d9.08(c), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any right of counterclaim or set-off (or counterclaim, except as otherwise provided with respect to principal of, interest on and other amounts relating to Advances denominated in Section 2.13)a Committed Currency, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars to the Administrative Designated Agent at the Administrative Designated Agent’s Account in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-off or counterclaim, with payments being received by respect to principal of, interest on and other amounts relating to Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due, in such Committed Currency to the Designated Agent, by deposit of such funds to the Designated Agent’s Account in same day funds. The Administrative Designated Agent shall will promptly thereafter cause like funds to be distributed like funds relating to the payment of principal or interest or fees ratably (iother than amounts payable pursuant to Sections 2.07, 2.11, 2.14, 8.04 and 8.08) if such payment by to the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.19 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Designated Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Administrative Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d8.07(d), from and after the effective date of specified in such Assignment and Acceptance, the Administrative Designated Agent shall make all payments hereunder and under the Notes Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Noteshereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.11, 2.14 or 9.04(d)) to the Notes to more than one Lender Party, to such Lender Parties Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding New Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the New Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off set‑off (except as otherwise provided in Section 2.13), not later than 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent shall promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party 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.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), other Loan Documents not later than 12:00 Noon (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account its address referred to in Section 11.02 in same day funds, with except payments being to be made directly to any Issuing Bank as expressly provided herein; any payment received by the Administrative Agent after such time being 1:00 P.M. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then amounts payable hereunder and under to the Notes to more than one Lender PartyLenders, to such Lender Parties the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending OfficeOffices, in each case to be applied in accordance with the terms of this Agreement. Upon If and to the extent that any Acceding distribution of any payment from the Borrower required to be made to any Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 and upon the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent’s receipt of such Lender’s Accession Agreement and recording of information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby pay to such Acceding Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Effective Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon its the Administrative Agent’s acceptance of an a Lender Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d)11.07, from and after the effective date of specified in such Assignment and AcceptanceLender Assignment, the Administrative Agent shall make all payments hereunder and under the any Promissory Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Lender Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and under the Notesother amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13)off, not later than 12:00 Noon 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, with payments being received by interest on, and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. (at the Administrative Agent after Payment Office for such time being deemed to have been received Committed Currency) on the next succeeding Business Dayday when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Administrative Agent shall will promptly thereafter cause like funds to be distributed (i) if such like funds relating to the payment by the Borrower is in respect of principal, principal or interest, commitment fees or any commissions ratably (other Obligation then than amounts payable hereunder and under pursuant to Section 2.03, 2.04(b), 2.11, 2.14 or 9.04(c)) to the Notes to more than one Lender Party, to such Lender Parties Appropriate Lenders for the account of their respective Applicable Lending Offices ratably in accordance with Offices, and like funds relating to the amounts payment of such respective Obligations then any other amount payable to any Lender to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Acceding Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.17 2.18 or an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Accession Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Anniversary Date, as the Administrative case may be, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Acceding the Assuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 9.07(d9.07(c), from and after the effective date of specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.