Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 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 Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under any the Notes, except with respect whether the amount so paid is owing to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currencyany or all of the Lenders or to the Administrative Agent, not later than 11:00 A.M. 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in Dollars U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the applicable Agent’s Account Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds without set-off, counterclaim or deduction funds. Each such payment made by the Borrower for the account of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal ofLender hereunder, interest on, and other amounts relating to 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 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 in same day funds by deposit or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such funds payment shall be deemed not to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindhave been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)2.07, 2.11, 2.14 2.12, 2.13, 2.15, 2.19 or 9.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the applicable Agent’s Account its address referred to in Section 8.02 in same day funds funds, without set-offsetoff, counterclaim deduction or deduction of any kindcounterclaim. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 Subject to the Agent in same day funds by deposit of such funds to immediately succeeding sentence, the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.10 or 2.12 or, 2.05(b)(ii)to the extent the Termination Date is not the same for all Lenders, 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(cpursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming receipt of principal or interest paid after an Event of Default and an acceleration or a Lender hereunder as a result deemed acceleration of a Commitment Increase amounts due hereunder, the 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 A Advances and B Advances (other than amounts payable pursuant to Section 2.18 2.10 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 2.12) to the Assuming LenderLenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any the Notes, except with respect to principal ofif any, interest onwithout condition or deduction for counterclaim, and other amounts relating todefense, Advances denominated in a Foreign Currencyrecoupment or setoff, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in Dollars U.S. dollars to the Administrative Agent at the applicable Administrative Agent’s Account Office in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or Commitment Fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.04(b), 2.05(b)(ii2.04(c)(i), 2.06(b), 2.06(c2.04(d), 2.11, 2.14 2.14, 2.17 or 9.04(c8.03(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.17 or 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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.06(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.192.18, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall ------------------------- make each payment hereunder and under any Notesthe Notes , except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign an Alternative Currency, not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Agent’s Account its address referred to in Section 8.02 in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any the Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign an Alternative Currency not later than 12:00 Noon (at the Payment Office for such Foreign Alternative Currency) on the day when due in such Foreign Alternative Currency to the Administrative Agent in same day funds by deposit of such funds to the applicable Administrative Agent’s Account without set-off, counterclaim or deduction of any kind's account maintained at such Payment Office. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.10, 2.04(c)2.13, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(g), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, 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. 12:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon the Applicable Time (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.032.12, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, ) not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due due, without setoff or counterclaim, in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due due, without setoff or counterclaim, in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment facility fees or Letter of Credit utilization fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off hereunder with respect to principal of, interest on, and under other amounts relating to, Advances denominated in Dollars, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent's Account in same day funds. Each Borrower shall make each payment, irrespective of any Notes, except right of counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.18 or a Commitment Increase pursuant to Section 2.19, and upon the Agent’s 's receipt of such Lender’s 's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Extension Date or Extension Increase Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any the Notes, except with respect to principal ofif any, interest onwithout condition or deduction for counterclaim, and other amounts relating todefense, Advances denominated in a Foreign Currencyrecoupment or setoff, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in Dollars U.S. dollars to the Paying Agent at the applicable Paying Agent’s Account Office in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or Commitment Fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.04(b), 2.05(b)(ii2.04(c)(i), 2.06(b), 2.06(c2.04(d), 2.11, 2.14 2.14, 2.17 or 9.04(c8.03(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.17 or as a result of a Commitment Increase pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.06(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Paying Agent shall make all payments hereunder and under any Notes the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes, right of counterclaim or set-off except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment payment, irrespective of any right of counterclaim or set-off hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.12, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c8.04(c)) to the Lenders Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any 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 Assuming Lender becoming a Lender Party hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency or Committed L/C Currency, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds and without set-offdeduction, counterclaim set off or deduction of any kindcounterclaim. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Currency Committed Currency, to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, 2.19 and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower The Borrowers shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, respect of (v) the U.S. Dollar Loan not later than 11:00 A.M. 2:00 P.M. (New York City time), (w) the Sterling Loan, the Euro Loan or the Euro French Loan not later than 2:00 P.M. (London time), (x) the Singapore Dollar Loan not later than 2:00 P.M. (Singapore time), (y) the Australian Dollar Loan not later than 2:00 P.M. (Sydney time), or (z) any other Tranche not later than 2:00 P.M. (local time), in each case, on the day when due due, irrespective of any right of counterclaim or set-off (except as otherwise provided in Dollars Section 2.12), to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds without set-offfunds, counterclaim or deduction of any kindwith payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. Each Borrower payment shall make each be made by the Borrowers in the currency of the applicable Advance to which the applicable payment hereunder and under any Notes with respect relates, except to principal of, interest onthe extent required otherwise hereunder, and other amounts relating the Administrative Agent shall not be obligated to Advances denominated accept a payment that is not 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindcorrect currency. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to the (i) if such payment by any Borrower is in respect of principal, interest, commitment fees or Letter of Credit fees ratably (any other Obligation then payable hereunder and under the other Loan Documents to more than amounts payable pursuant one Lender, to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders in accordance with the applicable Standing Payment Instructions and like funds relating to the (ii) if such payment by any Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.16 or an extension of the Termination Date making a Supplemental Tranche Commitment pursuant to Section 2.19, 2.17 and upon the Administrative Agent’s receipt of such Lender’s Assumption Lender Accession 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 in accordance with the Assuming Lenderapplicable Standing Payment Instructions. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and Assumptionapplicable Transfer Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunderthereunder in accordance with such Lender assignee’s Standing Payment Instructions, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. If the Administrative Agent has notified the parties to any Assignment and Acceptance that the Administrative Agent is able to distribute interest payments on a “pro rata basis” to the assignor and assignee Lenders, then in respect of any assignment pursuant to Section 9.07, the effective date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period (A) any interest or fees in respect of the relevant assigned interest in the Facility that are expressed to accrue by reference to the lapse of time shall continue to accrue in favor of the assignor Lender up to but excluding the Transfer Date (the “Accrued Amounts”) and shall become due and payable to the assignor Lender without further interest accruing on them on the last day of the current Interest Period (or, if the Interest Period is longer than six calendar months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period) and (B) the rights assigned or transferred by the assignor Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt: (1) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the assignor Lender and (2) the amount payable to the assignee Lender on that date will be the amount which would, but for the application of this Section 2.10(a), have been payable to it on that date, but after deduction of the Accrued Amounts.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars to the Designated Agent at the applicable Designated Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Designated Agent, by deposit of such funds to the applicable Designated Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Designated Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)Sections 2.07, 2.11, 2.14 or 9.04(c)2.14, 8.04 and 8.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Designated Agent’s receipt of such Lender’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 case may be, the Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Designated Agent shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, 2.19 and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all NYDOCS02/1129523.1 payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 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's Account. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Administrative Agent, by deposit of such funds to the applicable Administrative Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)Sections 2.07, 2.11, 2.14 or 9.04(c)2.14, 8.04 and 8.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Administrative Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. 37

Payments and Computations. (a) Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off hereunder with respect to principal of, interest on, and under other amounts relating to, Advances denominated in Dollars, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent's Account in same day funds. Each Borrower shall make each payment, irrespective of any Notes, except right of counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.192.18, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower All payments of principal of and interest on each Loan in a particular Currency shall make each payment hereunder be made in such Currency. (b) (i) All payments of principal of and under any Notes, except with respect to principal of, interest on, on the Loans and all other amounts relating towhatsoever payable by a Borrower under this Agreement and the Notes shall be made in immediately available funds, Advances denominated in a Foreign without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 11:00 A.M. (New York City time) (in the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kinddue. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currencyii) on the day when due in such Foreign Currency to the 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 will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.09(d), 2.05(b)(ii)2.12, 2.06(b), 2.06(c), 2.11, 2.14 2.15(c) or 9.04(c)3.05 or as contemplated by Section 2.05(c) or 2.16) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. (iii) Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and Assumption, Acceptance the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. (c) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate) and of facility fees and letter of credit commission 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 Eurocurrency Rate, the Swing Loan Rate or the Base Rate based on the Federal Funds Rate 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 conclusive and binding for all purposes, absent manifest error. (d) 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, facility fee or, letter of credit commission, as the case may be; provided however, if such extension would cause payment of interest on or principal of Eurocurrency Rate 41

Payments and Computations. (a) Each The Borrower shall ------------------------- make each payment hereunder and under any the Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign an Alternative Currency, not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Agent’s Account its address referred to in Section 8.02 in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any the Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign an Alternative Currency not later than 12:00 Noon (at the Payment Office for such Foreign Alternative Currency) on the day when due in such Foreign Alternative Currency to the Administrative Agent in same day funds by deposit of such funds to the applicable Administrative Agent’s Account without set-off, counterclaim or deduction of any kind's account maintained at such Payment Office. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.10, 2.04(c)2.13, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(g), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 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 Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under any the Notes, except with respect whether the amount so paid is owing to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currencyany or all of the Lenders or to the Administrative Agent, not later than 11:00 A.M. 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in Dollars U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the applicable Agent’s Account Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds without set-off, counterclaim or deduction funds. Each such payment made by the Borrower for the account of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal ofLender hereunder, interest on, and other amounts relating to 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 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 in same day funds by deposit or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such funds payment shall be deemed not to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindhave been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)2.07, 2.11, 2.14 2.12, 2.13, 2.15, 2.19 or 9.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each (a) The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars to the Designated Agent at the applicable Designated Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Designated Agent, by deposit of such funds to the applicable Designated Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Designated Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), Sections 2.11, 2.14 or 9.04(c)2.14, 8.04 and 8.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Designated Agent’s receipt of such Lender’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 case may be, the Designated Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Designated Agent shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower Except to the extent otherwise provided for in Section 2.18 with respect to the reimbursement of LC Disbursements and interest thereon (i) the Borrowers shall make each payment hereunder and under any Noteshereunder, except without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyDollars, or reimbursement of LC Disbursements, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Agent’s Account in same day funds funds, (ii) the Borrowers shall make each payment hereunder, without counterclaim or 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 to, Advances denominated in a Foreign Currency Euro, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyEuro) on the day when due in such Foreign Currency Euro to the Agent in same day funds Administrative Agent, by deposit of such funds to the applicable Agent’s Account without set-offin same day funds, counterclaim or deduction of any kind. The and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principalprincipal or interest or reimbursement of LC Disbursements, interest, or commitment fees or Letter of Credit and participation fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency or Committed L/C Currency, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds and without set-offdeduction, counterclaim set off or deduction of any kindcounterclaim. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 1:00 P.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b2.05(c), 2.06(c)2.12, 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 1:00 P.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed Exhibit 10.01 like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b2.05(c), 2.06(c)2.12, 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Alternative Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Alternative Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Alternative Currency) on the day when due in such Foreign Alternative Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The US Borrowers shall make each payment hereunder and under the Notes, without condition or deduction for any counterclaim, defense, recoupment or set-off (except as otherwise provided in Section 2.16), not later than 11:00 A.M. (New York, New York time) on the day when due in US Dollars for US Advances denominated in US Dollars or in Canadian Dollars for Canadian Advances denominated in Canadian Dollars to the US Administrative Agent at the US Administrative Agent’s Office in same day funds. The Foreign Borrower shall make each payment hereunder and under any the Notes, without condition or deduction for any counterclaim, defense, recoupment or set-off (except with respect to principal of, interest on, and other amounts relating to, Advances denominated as otherwise provided in a Foreign CurrencySection 2.16), not later than 11:00 A.M. (New York City time) Local Time on the day when due due, in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction case of any kind. Each Borrower shall make each payment hereunder principal and under any Notes with respect to principal of, interest on, and other amounts relating to of Advances denominated in a currency, in such currency, and in the case of fees and other amounts, in Euros, to the Foreign Currency not later than 12:00 Noon (Administrative Agent at the Payment Foreign Administrative Agent’s Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Each Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment applicable Borrowers is in respect of principal, interest, commitment fees or Letter of Credit fees ratably (any other Obligation then payable hereunder and under the Notes to more than amounts payable pursuant one Lender Party, to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders such Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to Offices ratably in accordance with the payment amounts of any other amount such respective Obligations then payable to any Lender to such Lender Parties and (ii) if such payment by the applicable 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c10.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the each Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower Except to the extent otherwise provided for in Section 2.18 with respect to the reimbursement of LC Disbursements and interest thereon (i) the Borrowers shall make each payment hereunder and under any Noteshereunder, except without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyDollars, or reimbursement of LC Disbursements, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Agent’s Account in same day funds funds, (ii) the Borrowers shall make each payment hereunder, without counterclaim or 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 to, Advances denominated in a Foreign Currency Euro, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyLondon time) on the day when due in such Foreign Currency Euro to the Agent in same day funds Administrative Agent, by deposit of such funds to the applicable Agent’s Account without set-offin same day funds, counterclaim or deduction of any kind. The and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principalprincipal or interest or reimbursement of LC Disbursements, interest, or commitment fees or Letter of Credit and participation fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, 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. (New York City time) on the day when due in U.S. Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.032.12, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (including fees and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, expenses) not later than 11:00 A.M. a.m. (New York City time) on the day when due due, in Dollars Dollars, to the Agent at the applicable Agent’s Account its account specified on Annex A hereto in same day immediately available funds without set-off, counterclaim off or deduction counterclaim. All payments in respect of any kind. Each Borrower Obligations shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 all times be made to the Agent in same day funds by deposit of such funds to Agent, whether or not a demand shall have been made or paid under the applicable Agent’s Account without set-off, counterclaim or deduction of any kindBoard Guarantee. The Agent will promptly thereafter cause all such payments received by it to be distributed like funds relating promptly to the payment of principal, interest, commitment fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied Person entitled thereto in accordance with the terms priorities of payment set forth below in clause (D) or (E) of this AgreementSECTION 2.9 or both, as applicable. Upon Payments received by the Agent after 11:00 a.m. (New York City time) shall be deemed to be received on the next Business Day. (b) Each determination by the Agent of an interest rate hereunder, including, without limitation, under Section 2.10(a), shall be conclusive and binding for all purposes, absent manifest error. (c) Whenever any Assuming Lender becoming payment hereunder shall be stated to be due on a Lender 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 fees, as the case may be. (d) So long as no Event of Default under any of SECTION 7.1(A) (including any failure to pay all amounts hereunder upon acceleration as a result of a Commitment Increase pursuant any other Event of Default), (F) and (g) has occurred and is continuing or would result therefrom, the Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to Section 2.18 or an extension of the Termination Date pursuant pay any fees then due and payable under Sections 2.8(c), (d) and (e) hereof to Section 2.19, and upon the Agent’s receipt of such Lender’s Assumption Agreement , the Collateral Agent and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension DateLoan Administrator, as the case may be, the Agent shall make all payments hereunder on a pro rata basis; (ii) second, to pay interest then due and under any Notes issued in connection therewith payable in respect of the interest assumed thereby Loan to the Assuming Lenders, on a pro rata basis; provided that, to the extent that any amount received by the Agent constitutes interest accrued on any overdue principal of or interest on Tranche A of the Loan in excess of the interest that would have accrued thereon at the Applicable Tranche A Interest Rate, so much of such amount, if any, as exceeds the interest that would have so accrued at the Applicable Tranche A Interest Rate shall be distributed to the Board under this clause (ii) as if it were a Lender; (iii) third, to pay principal then due and payable on the Loan to the Lenders, on a pro rata basis; (iv) fourth, to pay any fees then due and payable under Sections 2.8(a) and (b) hereof to the Board and the Supplemental Guarantors on a pro rata basis; and (v) fifth, to pay any other Obligations then due and payable to the Agent, the Collateral Agent, the Loan Administrator, the Board, the Lenders and the Supplemental Guarantors, on a pro rata basis. Upon its acceptance (e) After the occurrence and during the continuance of an Assignment and Assumption and recording Event of the information contained therein in the Register pursuant Default under any of SECTION 7.1(A) (including any failure to Section 9.06(cpay all amounts hereunder upon acceleration as a result of any other Event of Default), from (F) and after the effective date specified in such Assignment and Assumption(g), the Agent shall make apply all payments in respect of any Obligations in the following order: (i) first, to pay Obligations in respect of any expenses, fees (other than any fees payable under clause (v) below), indemnities or other sums owing hereunder not referred to in clauses (ii) through (iv) below then due to the Agent, the Collateral Agent, and the Loan Administrator, on a pro rata basis; (ii) second, to pay Obligations in respect of any expenses, fees (other than any fees payable under any Notes clause (v) below), indemnities or other sums owing hereunder not referred to in clauses (iii) and (iv) below then due to the Board, the Lenders and the Supplemental Guarantors, on a pro rata basis; (iii) third, to pay on a pro rata basis, (A) interest then due and payable in respect of the interest assigned thereby Loan to the Lenders, on a pro rata basis, provided that, to the extent that any amount received by the Agent constitutes interest accrued on any overdue principal of or interest on Tranche A of the Loan in excess of the interest that would have accrued thereon at the Applicable Tranche A Interest Rate, so much of such amount, if any, as exceeds the interest that would have so accrued at the Applicable Tranche A Interest Rate shall be distributed to the Board under this clause (iii) as if it were a Lender, (B) fees payable to the Board under SECTION 2.8(B) and (C) fees payable to the Supplemental Guarantors under SECTION 2.8(A); (iv) fourth, to pay or prepay principal payments on the Loan to the Lenders, on a pro rata basis; and (v) fifth, to pay any additional fees payable under Sections 2.8(a) and (b) hereof to the Board and the Supplemental Guarantors on a pro rata basis. (f) Upon the assignment to the Board of the Tranche A Lender's right, title and interest in and to its pro rata portion of the principal of and interest on Tranche A of the Loan in accordance with the Board Guarantee, the Board shall have the rights and privileges of a Lender assignee thereunderwith respect to such payment (to the extent of the interests in Tranche A of the Loan so assigned to the Board). (g) No payment by the Board to the Agent or the Tranche A Lender under the Board Guarantee shall reduce, discharge, satisfy, modify or terminate the corresponding payment or any other obligation of Borrower under this Agreement or the Tranche A Note, which shall remain in full force and effect, and no payment by the parties Supplemental Guarantor to such Assignment the Agent or Tranche B-1 Lender or Tranche B-2 Lender under a Supplemental Guarantee shall reduce, discharge, satisfy, modify or terminate the corresponding payment or any other obligation of Borrower under this Agreement or the Tranche B-1 Note or Tranche B-2 Note, which shall remain in full force and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselveseffect.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyEuros), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Euros, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyEuros) on the day when due in such Foreign Currency Euros to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 1:00 P.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b2.05(c), 2.06(c)2.12, 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to NYDOCS01/1357750.4 Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, 2.19 and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any the Notes, except if any, with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyDollars, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at Agent, by deposit of such funds to the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under the Notes, if any, irrespective of any Notes right of counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Euros, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyLondon time) on the day when due in such Foreign Currency Euros to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result its acceptance of a Commitment Increase pursuant to an Assignment and Acceptance or the effective date of the exercise of the call rights in Section 2.18 or an extension of the Termination Date pursuant to put rights in Section 2.19, and upon the Agent’s receipt of such Lender’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 case may be, the Agent shall make all payments hereunder and under and, in any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon such case, its acceptance of an Assignment and Assumption and recording of the information contained therein or relating thereto in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance or the applicable notice delivered pursuant to Section 2.18 or Section 2.19, as applicable, the Agent shall make all payments hereunder and under any Notes the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower Except as provided in Section 2.16, the Borrowers shall make each payment pay all amounts due to the Agent, Lenders and the Issuing Lender hereunder and or under any Notesother Loan Document to which it is a party (except, except in each case, with respect to principal of, interest on, on and other amounts relating to, Advances denominated in a Foreign an Alternative Currency), irrespective of, and without condition or deduction for, any counterclaim, defense, recoupment or setoff, in lawful money of the United States and in same day funds delivered to the Agent not later than 11:00 A.M. 12:00 noon (New York City San Francisco time) on the day when due in Dollars by deposit of such funds to the Agent at the applicable Agent’s 's Account maintained for payments in same day funds without set-off, counterclaim or deduction of any kindDollars. Each Borrower The Borrowers shall make each payment due hereunder and under any Notes with respect to principal of, interest on, on and other amounts relating to Advances denominated in a Foreign an Alternative Currency not later than 12:00 Noon 9:00 a.m. (at local time for the Payment Office city specified for such Foreign CurrencyAlternative Currency on Schedule 1.01(a)) on the day when due in such Foreign Alternative Currency to the Agent in same day funds by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindmaintained for payments in such Alternative Currency. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principalprincipal (including reimbursement for payments under Letters of Credit), interest, or commitment fees fees, or Letter letter of Credit credit fees ratably (other than amounts payable to any Lender or the Issuing Lender pursuant to Section 2.03, 2.04(c2.03(a), 2.05(b)(ii)2.08, 2.06(b)2.09, 2.06(c)2.13, 2.11, 2.14 2.20 or 9.04(c)3.07 or amounts subject to Taxes pursuant to Section 2.16) to the Lenders Lenders, for the account of their respective Applicable Lending Offices, or the Issuing Lender and like funds relating to the payment of any other amount payable to any Lender or the Issuing Lender to such Lender Lender, for the account of its Applicable Lending Office, or to the Issuing Lender, in each case to be applied in accordance with with, and subject to, the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result its acceptance of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c)11.08, from and after the effective date specified in such Commitment Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes other Loan Document in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign an Alternative Currency), not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without and irrespective of any right of counterclaim or 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 to, Advances denominated in a Foreign Currency an Alternative Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Alternative Currency) on the day when due in such Foreign Alternative Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without in same day funds and irrespective of any right of counterclaim or set-off, counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees interest or Letter of Credit facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), Sections 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower or Borrowing Subsidiary, as the case may be, shall make each payment hereunder and under any Notes, except with respect to principal ofor, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyEuro, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds immediately available funds, without set-off, counterclaim setoff or deduction of any kindcounterclaim. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal ofor, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Euro, not later than 12:00 Noon 9:00 A.M. (at the Payment Office for such Foreign CurrencyNew York City time) on the day when due in such Foreign Currency Euro to the Administrative Agent in same day funds by deposit of such funds to at the applicable Administrative Agent’s Account in immediately available funds, without set-off, counterclaim setoff or deduction of any kindcounterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.07, 2.04(c)2.10, 2.05(b)(ii)2.12, 2.06(b), 2.06(c), 2.11, 2.14 2.13 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with according to the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.14 or an extension of the Termination Date pursuant to Section 2.192.15, and upon the Administrative Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender Lender’s assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each (a) The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars (i) to the Designated Agent at the applicable Designated Agent’s Account in same day funds without set-offor (ii) to the applicable Issuing Bank at its address referred to in Section 9.02 in same day funds, counterclaim or deduction in respect of any kindpayments to reimburse the Issuing Banks for payments under Letters of Credit denominated in Dollars and the payments under Section 3.05(b). Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Designated Agent, by deposit of such funds to the applicable Designated Agent’s Account without in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-offoff or counterclaim, counterclaim or deduction with respect to reimbursement of any kinda Letter of Credit denominated in a Committed Currency, (A) in such Committed Currency, at the office reasonably designated therefor by the respective Issuing Bank so long as such payment is made by the close of business on the Business Day when due and (B) thereafter in Dollars (in an amount the Equivalent of which in such Committed Currency is equal to the amount due on such preceding Business Day), by 11:00 A.M. (New York City time) to the respective Issuing Bank at its address referred to in Section 9.02 in same day funds as provided in Section 3.10 below. The Designated Agent or the respective Issuing Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), Sections 2.11, 2.14 or 9.04(c)2.14, 3.04, 9.04 and 9.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Issuing Bank or Lender to such Issuing Bank or Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Designated Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Designated Agent or the respective Issuing Bank, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Designated Agent or the respective Issuing Bank, as the case may be, shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 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 Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars (i) to the Administrative Agent at the applicable Administrative Agent’s (or Sub-Agent’s) Account in same day funds without set-offfunds, counterclaim or deduction (ii) to the Issuing Bank at its address referred to in Section 9.02 in same day funds, in respect of any kindpayments to reimburse the Issuing Banks for payments under Letters of Credit and the payments under Section 3.06(b). Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Administrative Agent, by deposit of such funds to the applicable Administrative Agent’s (or Sub-Agent’s) Account without in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-offoff or counterclaim, counterclaim or deduction with respect to reimbursement of any kinda Letter of Credit denominated in a Committed Currency, (A) in such Committed Currency, at the office designated therefor by the respective Issuing Bank so long as such payment is made by the close of business on the Business Day when due and (B) thereafter in Dollars (at the then Dollar Equivalent of the amount due on such preceding Business Day), by 11:00 A.M. (New York City time) to the respective Issuing Bank at its address referred to in Section 9.02 in same day funds as provided in Section 3.10 below. The Administrative Agent or the respective Issuing Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)Sections 2.07, 2.11, 2.14 or 9.04(c)2.14, 3.04, 9.04 and 9.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Issuing Bank or Lender to such Issuing Bank or Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, or the respective Issuing Bank, 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent or the respective Issuing Bank, as the case may be, shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under any the Notes, except with respect whether the amount so paid is owing to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currencyany or all of the Lenders or to the Administrative Agent, not later than 11:00 A.M. 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in Dollars U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Loan and Agency Services, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention: Xxxxx Xxxxxxxxx, Reference: Burlington Resources Inc., or at such other location designated by notice to the applicable Agent’s Account Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds without set-off, counterclaim or deduction funds. Each such payment made by the Borrower for the account of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal ofLender hereunder, interest on, and other amounts relating to 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 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 in same day funds by deposit or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such funds payment shall be deemed not to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindhave been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)2.07, 2.11, 2.14 2.12, 2.13, 2.15, 2.19 or 9.04(c8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the applicable Agent’s Account 0 Xxxxx Xxx, Xxx XX, Xxx Xxxxxx, XX 00000, in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees Commitment Fees or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.032.12, 2.04(cSection 2.13 or Section 2.17 and except that (i) any Bank may receive less than its Pro Rata Share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), 2.05(b)(ii)and (iii) if, 2.06(b)in respect of any Change in Control, 2.06(c)not all Banks are Exercising Banks, 2.11, 2.14 or 9.04(cthen payments due from the Borrower pursuant to Section 2.23 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption 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 Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 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's Account. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.05(b), 2.05(b)(ii2.05(c), 2.06(b)2.10, 2.06(c), 2.11, 2.14 2.13 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the applicable Agent’s Account Xxx Xxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, Xxxxxxxx 00000, in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees Commitment Fees or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.032.12, 2.04(cSection 2.13 or 2.17 and except that (i) any Bank may receive less than its ratable share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), 2.05(b)(ii)and (iii) if, 2.06(b)in respect of any Change in Control, 2.06(c)not all Banks are Exercising Banks, 2.11, 2.14 or 9.04(cthen payments due from the Borrower pursuant to Section 2.22 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption 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 Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) Each Except as otherwise expressly provided in this Agreement, payments by the Borrower shall make each payment hereunder and under pursuant to this Agreement or any Notesother Loan Document, except with whether in respect to principal ofof the Loan, interest onor otherwise (other than interest or fee payments made by delivery of Shares), and other amounts relating to, Advances denominated in a Foreign Currency, shall be made by the Borrower to the Lender not later than 11:00 A.M. 12:00 noon (New York City Denver, Colorado time) on the day when date due by delivery of Australian Dollars in Dollars immediately available funds to such account designated from time to time by notice from the Lender to the Agent Borrower in writing at least two (2) Business Days before any such due date. Except as otherwise expressly provided in this Agreement, payments by the applicable Agent’s Account in same day funds without set-offBorrower pursuant to this Agreement or any other Loan Document of interest, counterclaim fees 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 in Shares shall be made by the Borrower to Advances denominated in a Foreign Currency the Lender not later than 12:00 Noon noon (at the Payment Office for such Foreign CurrencyDenver, Colorado time) on the day when date due by delivery of one or more duly authorized and issued Share certificates evidencing the number of Shares then due, issued in the name of the Lender or such Foreign Currency to Affiliate of the Agent Lender as designated by the Lender in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindwriting. The Agent will promptly thereafter cause All payments under this Agreement to be distributed like funds relating made by the delivery of Shares shall be made by the delivery of Shares. All decisions with respect to the payment of principal, interest, commitment fees or Letter other amounts under this Agreement by either (i) the delivery of Credit fees ratably Shares, or (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)ii) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any immediately available funds, shall be made by the Lender to such Lender for in its sole discretion. All payments hereunder, whether by delivery of Shares or of Australian Dollars, shall be made by the account of its Applicable Lending OfficeBorrower without set off, in each case to be applied in accordance with deduction, withholding or counterclaim not later than on the terms of this Agreementdate when due. Upon any Assuming Lender becoming a Lender Any payments received hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Agent shall make all payments hereunder time and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, this Section 3.4 shall be deemed to have been received by the Agent Lender on the next following Business Day. All interest shall make all payments hereunder and under any Notes in respect be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest assigned thereby is payable over a year comprised of three hundred sixty (360) days. Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the Lender assignee thereundernext succeeding Business Day and such extension of time shall be included in computing interest, and the parties to if any, in connection with such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvespayment.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars to the Administrative Agent at the applicable Administrative Agent’s 's (or Sub-Agent's) Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Administrative Agent, by deposit of such funds to the applicable Administrative Agent’s 's (or Sub-Agent's) Account without set-off, counterclaim or deduction of any kindin same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)Sections 2.07, 2.11, 2.14 or 9.04(c)2.14, 8.04 and 8.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 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 's Assumption Agreement and recording of the information contained therein in the Register, 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the applicable Agent’s Account 0000 Xxxxx Xxxx OPS III, Xxx Xxxxxx, Xxxxxxxx 00000, in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees Commitment Fees or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.032.12, 2.04(cSection 2.13 or Section 2.17 and except that (i) any Bank may receive less than its Pro Rata Share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), 2.05(b)(ii)and (iii) if, 2.06(b)in respect of any Change in Control, 2.06(c)not all Banks are Exercising Banks, 2.11, 2.14 or 9.04(cthen payments due from the Borrower pursuant to Section 2.23 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption 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 Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) Each Borrower The Borrowers shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, respect of (v) the U.S. Dollar Loan not later than 11:00 A.M. 2:00 P.M. (New York City time), (w) the Sterling Loan, the Euro Loan or the Euro French Loan not later than 2:00 P.M. (London time), (x) the Singapore Dollar Loan not later than 2:00 P.M. (Singapore time), (y) the Australian Dollar Loan not later than 2:00 P.M. (Sydney time), or (z) any other Tranche not later than 2:00 P.M. (local time), in each case, on the day when due due, irrespective of any right of counterclaim or set-off (except as otherwise provided in Dollars Section 2.12), to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds without set-offfunds, counterclaim or deduction of any kindwith payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. Each Borrower payment shall make each be made by the Borrowers in the currency of the applicable Advance to which the applicable payment hereunder and under any Notes with respect relates, except to principal of, interest onthe extent required otherwise hereunder, and other amounts relating the Administrative Agent shall not be obligated to Advances denominated accept a payment that is not 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindcorrect currency. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to the (i) if such payment by any Borrower is in respect of principal, interest, commitment fees or Letter of Credit fees ratably (any other Obligation then payable hereunder and under the other Loan Documents to more than amounts payable pursuant one Lender, to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders in accordance with the applicable Standing Payment Instructions and like funds relating to the (ii) if such payment by any Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.15 or an extension of the Termination Date making a Supplemental Tranche Commitment pursuant to Section 2.19, 2.16 and upon the Administrative Agent’s receipt of such Lender’s Assumption Lender Accession 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 in accordance with the Assuming Lenderapplicable Standing Payment Instructions. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and Assumptionapplicable Transfer Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunderthereunder in accordance with such Lender assignee’s Standing Payment Instructions, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. If the Administrative Agent has notified the parties to any Assignment and Acceptance that the Administrative Agent is able to distribute interest payments on a “pro rata basis” to the assignor and assignee Lenders, then in respect of any assignment pursuant to Section 9.07, the effective date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period (A) any interest or fees in respect of the relevant assigned interest in the Facility that are expressed to accrue by reference to the lapse of time shall continue to accrue in favor of the assignor Lender up to but excluding the Transfer Date (the “Accrued Amounts”) and shall become due and payable to the assignor Lender without further interest accruing on them on the last day of the current Interest Period (or, if the Interest Period is longer than six calendar months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period) and (B) the rights assigned or transferred by the assignor Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt: (1) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the assignor Lender and (2) the amount payable to the assignee Lender on that date will be the amount which would, but for the application of this Section 2.10(a), have been payable to it on that date, but after deduction of the Accrued Amounts.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any the Revolving Credit Notes, except if any, with respect to principal of, interest on, and other amounts relating to, Revolving Credit Advances denominated in a Foreign CurrencyDollars, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 1:00 P.M. (New York City London time) on the day when due in Dollars to the Agent at Agent, by deposit of such funds to the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under the Revolving Credit Notes, if any, irrespective of any Notes right of counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to to, Revolving Credit Advances denominated in a Foreign Currency Euros, not later than 12:00 Noon 1:00 P.M. (at the Payment Office for such Foreign CurrencyLondon time) on the day when due in such Foreign Currency Euros to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-offin same day funds. The Guarantor shall make each payment hereunder with respect to any or all of the Guaranteed Obligations in the Optional Currency in which the respective Guaranteed Obligations are then denominated not later than 1:00 P.M. (London time) on the day that is 30 days after the date on which the Guarantor receives written notice from the Agent that the Borrower has failed to make a payment under this Agreement, counterclaim or deduction including therein the date of any kindsuch failure and the aggregate amount owing by the Borrower, and such payment shall be made to the Agent by deposit of such funds to the Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees any Facility Fee, or Letter of Credit fees any Utilization Fee, ratably (other than amounts payable pursuant to Section 2.032.10, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.13 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Officeaccount, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes the Revolving Credit Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyCurrency or Swing Line Advances, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Agent’s Account in same day funds 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 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 in same day funds by deposit of such funds to 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 day when due in the currency of such Swing Line Advance to the Swing Line Agent in same day funds NYDOCS01/1619437.3A 49 by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. The Administrative Agent or Swing Line Agent, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the applicable Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each 3. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the applicable Agent’s Account 0000 Xxxxx Xxxx, OPS III, Xxx Xxxxxx, Xxxxxxxx 00000, in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees Commitment Fees or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.032.12, 2.04(cSection 2.13 or Section 2.17 and except that (i) any Bank may receive less than its Pro Rata Share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), 2.05(b)(ii)and (iii) if, 2.06(b)in respect of any Change in Control, 2.06(c)not all Banks are Exercising Banks, 2.11, 2.14 or 9.04(cthen payments due from the Borrower pursuant to Section 2.23 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption 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 Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, 2.19 and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars (i) to the Designated Agent at the applicable Designated Agent’s Account in same day funds without set-offor (ii) to the Issuing Bank at its address referred to in Section 9.02 in same day funds, counterclaim or deduction in respect of any kindpayments to reimburse the Issuing Banks for payments under Letters of Credit and the payments under Section 3.05(b). Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Designated Agent, by deposit of such funds to the applicable Designated Agent’s Account without in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-offoff or counterclaim, counterclaim or deduction with respect to reimbursement of any kinda Letter of Credit denominated in a Committed Currency, (A) in such Committed Currency, at the office reasonably designated therefor by the respective Issuing Bank so long as such payment is made by the close of business on the Business Day when due and (B) thereafter in Dollars (at the then Dollar Equivalent of the amount due on such preceding Business Day), by 11:00 A.M. (New York City time) to the respective Issuing Bank at its address referred to in Section 9.02 in same day funds as provided in Section 3.10 below. The Designated Agent or the respective Issuing Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), Sections 2.11, 2.14 or 9.04(c)2.14, 3.04, 9.04 and 9.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Issuing Bank or Lender to such Issuing Bank or Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Designated Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Designated Agent or the respective Issuing Bank, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Designated Agent or the respective Issuing Bank, as the case may be, shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower and the REIT shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars Dollars, to the Administrative Agent for the ratable benefit of the Lenders at the applicable Agent’s Account its address referred to in same day Section 10.2 in immediately available funds without set-offoff or counterclaim; provided, counterclaim or deduction of any kind. Each however, in the event Borrower shall make each payment hereunder and under any Notes with respect gives telephonic notice to principal of, interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon the Administrative Agent by 11:00 AM (at the Payment Office for such Foreign CurrencyNew York City time) on the day when due in that a payment has been made by wire transfer of immediately available funds, such Foreign Currency to payment may be received by the Administrative Agent in not later than 2:00 PM (New York City time) on the same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindday. The Administrative Agent will promptly thereafter cause to be distributed like immediately available funds relating to the payment of principal, interest, commitment principal or interest or fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.4(d), 2.05(b)(ii), 2.06(b), 2.06(c2.4(e), 2.11, 2.14 2.12, 2.13, 2.14(f), 2.15, 2.17 or 9.04(c)2.19) to the Lenders Lenders, in accordance -53- 61 with their respective Ratable Portions, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant To the extent the foregoing payments are received by the Administrative Agent prior to Section 2.18 11:00 A.M. (New York City time), or an extension of prior to 2:00 P.M. (New York City time) if Borrower has given the Termination Date pursuant to Section 2.19Administrative Agent the notice required above, and upon are not distributed to the Agent’s receipt of Lenders on the same day, the Administrative Agent shall pay to each Lender in addition to the amount distributed to such Lender’s Assumption Agreement and recording of , interest thereon, for each day from the information contained therein in date such amount is received by the RegisterAdministrative Agent until the date such amount is distributed to such Lender, from and at the Federal Funds Rate. Payment received by the Administrative Agent after the applicable Increase Date 11:00 A.M. (New York City time) or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(cafter 2:00 P.M. (New York City time), from and after if Borrower has given the effective date specified in such Assignment and AssumptionAdministrative Agent the notice required above, shall be deemed to be received on the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesnext Business Day.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyEuros), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Euros, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyEuros) on the day when due in such Foreign Currency Euros to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall ---------------------------- make each payment hereunder under this Agreement and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 10:00 A.M. (New York City Dallas time) on the day when due in Dollars U.S. dollars to the Agent at the applicable Agent’s Account its address referred to in same day funds 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 Advances denominated Section 10.02 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindimmediately available funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, principal or interest or commitment fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for extent received by the account of their respective Applicable Lending OfficesAgent) ratably to the Banks, and like funds relating to the payment of any other amount payable to any Lender Bank (to the extent received by the Agent) to such Lender for the account of its Applicable Lending Office, Bank in each case to be applied in accordance with the terms of this Agreement. Upon (b) Whenever any Assuming Lender becoming payment hereunder or under the Notes shall be stated to be due on a Lender hereunder as day other than a result of a Commitment Increase pursuant to Section 2.18 or an Business Day, such payment shall be made on the next succeeding Business Day, and such extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of time shall in such Lender’s Assumption Agreement and recording of the information contained therein case be included in the Register, from and after the applicable Increase Date computation of payment of interest or Extension Datefee, as the case may be; provided however, if such extension would cause payment of interest on or principal of LIBOR Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day; further provided that, the foregoing shall not obligate the Borrower to pay amounts under Section 2.10. (c) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent shall make all payments hereunder and under any Notes issued may assume that the Borrower has made such payment in connection therewith in respect of the interest assumed thereby full to the Assuming Lender. Upon its acceptance of an Assignment Agent on such date and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes may, in respect of the interest assigned thereby reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the Lender assignee thereunderamount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Agent, and each Bank shall repay to the parties Agent forthwith on demand such amount distributed to such Assignment and Assumption shall make all appropriate adjustments in Bank together with interest thereon, for each day from the date such payments for periods prior amount is distributed to such effective Bank until the date directly between themselvessuch Bank repays such amount to the Agent, at the lesser of (i) the Prime Rate or (ii) the Highest Lawful Rate. SECTION III.2.

Payments and Computations. (a) Each Borrower Except as provided in ------------------------- Section 2.16, the Borrowers shall make each payment pay all amounts due to the Agent, Lenders and the Issuing Bank hereunder and or under any Notesother Loan Document to which it is a party (except, except in each case, with respect to principal of, interest on, on and other amounts relating to, Advances denominated in a Foreign an Alternative Currency), irrespective of, and without condition or deduction for, any counterclaim, defense, recoupment or setoff, in lawful money of the United States and in same day funds delivered to the Agent not later than 11:00 A.M. 12:00 noon (New York City San Francisco time) on the day when due in Dollars by deposit of such funds to the Agent at the applicable Agent’s 's Account maintained for payments in same day funds without set-off, counterclaim or deduction of any kindDollars. Each Borrower The Borrowers shall make each payment due hereunder and under any Notes with respect to principal of, interest on, on and other amounts relating to Advances denominated in a Foreign an Alternative Currency not later than 12:00 Noon 9:00 a.m. (at local time for the Payment Office city specified for such Foreign CurrencyAlternative Currency on Schedule 1.01(a)) on the day when due in such Foreign Alternative Currency to the Agent in same day funds by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindmaintained for payments in such Alternative Currency. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principalprincipal (including reimbursement for payments under Letters of Credit), interest, or commitment fees fees, or Letter letter of Credit credit fees ratably (other than amounts payable to any Lender or the Issuing Bank pursuant to Section 2.03, 2.04(c2.03(a), 2.05(b)(ii)2.08, 2.06(b)2.09, 2.06(c)2.13, 2.11, 2.14 2.20 or 9.04(c)3.07 or amounts subject to Taxes pursuant to Section 2.16) to the Lenders Lenders, for the account of their respective Applicable Lending Offices, or the Issuing Bank and like funds relating to the payment of any other amount payable to any Lender or the Issuing Bank to such Lender Lender, for the account of its Applicable Lending Office, or to the Issuing Bank, in each case to be applied in accordance with with, and subject to, the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result its acceptance of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c)11.08, from and after the effective date specified in such Commitment Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes other Loan Document in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyMajor Currency or Swing Line Advances, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Agent’s Account Office in same day funds 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 Advances (other than Swing Line Advances) denominated in a Foreign Major Currency not later than 12:00 Noon (at the Payment Agent’s Office for such Foreign Major Currency) on the day when due in such Foreign Major Currency to the Administrative Agent in same day funds by deposit of such funds to the account at the applicable Agent’s Account 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 day 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 or Swing Line Agent, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the applicable Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the applicable Agent’s Account its address referred to in Section 8.02 in same day funds funds, without set-offsetoff, counterclaim deduction or deduction of any kindcounterclaim. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 Subject to the Agent in same day funds by deposit of such funds to immediately succeeding sentence, the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.10 or 2.12 or, 2.05(b)(ii)to the extent the Termination Date is not the same for all Lenders, 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(cpursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming receipt of principal or interest paid after an Event of Default and an acceleration or a Lender hereunder as a result deemed acceleration of a Commitment Increase amounts due hereunder, the 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 A Advances and B Advances (other than amounts payable pursuant to Section 2.18 2.10 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 2.12) to the Assuming LenderLenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower The Borrowers shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currencyrespect of (u) the U.S. Dollar Loan or the 7-Year Term Loan not later than 2:00 P.M. (New York City time), (v) the Yen Loan, not later than 11:00 A.M. (New York City Tokyo time), (w) the Sterling Loan, the Canadian Dollar Loan, the Euro Loan or the Euro French Loan not later than 2:00 P.M. (London time), (x) the Singapore Dollar Loan or the Hong Kong Dollar Loan not later than 2:00 P.M. (Singapore time), (y) the Australian Dollar Loan not later than 2:00 P.M. (Sydney time), or (z) any other Tranche not later than 2:00 P.M. (local time), in each case, on the day when due due, irrespective of any right of counterclaim or set-off (except as otherwise provided in Dollars Section 2.12), to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds without set-offfunds, counterclaim or deduction of any kindwith payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. Each Borrower payment shall make each be made by the Borrowers in the currency of the applicable Advance to which the applicable payment hereunder and under any Notes with respect relates, Digital Realty - Term Loan Agreement except to principal of, interest onthe extent required otherwise hereunder, and other amounts relating the Administrative Agent shall not be obligated to Advances denominated accept a payment that is not 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindcorrect currency. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to the (i) if such payment by any Borrower is in respect of principal, interest, commitment fees or Letter of Credit fees ratably (any other Obligation then payable hereunder and under the other Loan Documents to more than amounts payable pursuant one Lender, to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the such Lenders for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders in accordance with the applicable Standing Payment Instructions and like funds relating to the (ii) if such payment by any Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Acceding Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.15 or an extension of the Termination Date making a Supplemental Tranche Commitment pursuant to Section 2.19, 2.16 and upon the Administrative Agent’s receipt of such Lender’s Assumption Lender Accession 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 in accordance with the Assuming Lenderapplicable Standing Payment Instructions. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and Assumptionapplicable Transfer Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunderthereunder in accordance with such Lender assignee’s Standing Payment Instructions, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. If the Administrative Agent has notified the parties to any Assignment and Acceptance that the Administrative Agent is able to distribute interest payments on a “pro rata basis” to the assignor and assignee Lenders, then in respect of any assignment pursuant to Section 9.07, the effective date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period (A) any interest or fees in respect of the relevant assigned interest in the Facility that are expressed to accrue by reference to the lapse of time shall continue to accrue in favor of the assignor Lender up to but excluding the Transfer Date (the “Accrued Amounts”) and shall become due and payable to the assignor Lender without further interest accruing on them on the last day of the current Interest Period (or, if the Interest Period is longer than six calendar months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period) and (B) the rights assigned or transferred by the assignor Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt: (1) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the assignor Lender and (2) the amount payable to the assignee Lender on that date will be the amount which would, but for the application of this Section ‎2.10(a), have been payable to it on that date, but after deduction of the Accrued Amounts.

Payments and Computations. (a) Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off hereunder with respect to principal of, interest on, and under other amounts relating to, Advances denominated in Dollars, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent's Account in same day funds. Each Borrower shall make each payment, irrespective of any Notes, except right of counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter letter of Credit fees credit commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.12, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency or Committed L/C Currency, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds and without set-offdeduction, counterclaim set off or deduction of any kindcounterclaim. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be Interpublic Credit Agreement distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Anniversary Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 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's Account. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.05(b), 2.05(b)(ii2.05(c), 2.06(b)2.10, 2.06(c)2.13, 2.11, 2.14 2.16 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption 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) Each Borrower The Borrowers shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyEuros), not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without and irrespective of any right of counterclaim or set-off, counterclaim or deduction of any kind. Each Borrower The Borrowers shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Euros, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyEuros) on the day when due in such Foreign Currency Euros to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without in same day funds and irrespective of any right of counterclaim or set-off, counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.192.18, and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any the Notes, except with respect to principal ofif any, interest onwithout condition or deduction for counterclaim, and other amounts relating todefense, Advances denominated in a Foreign Currencyrecoupment or setoff, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in Dollars U.S. dollars to the Paying Agent at the applicable Paying Agent’s Account Office in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees payable pursuant to Section 2.04(c)(ii) or Commitment Fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.04(b), 2.05(b)(ii2.04(c)(i), 2.06(b), 2.06(c2.04(d), 2.11, 2.14 2.14, 2.17 or 9.04(c8.03(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.17 or as a result of a Commitment Increase pursuant to Section 2.19, and upon the Paying Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Paying Agent shall make all payments hereunder and under any Notes the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent (except that payments under Section 2.08 shall be paid directly to the Bank entitled thereto) at the applicable Agent’s Account 1000 Xxxxx Xxxx, OPS III , Nxx Xxxxxx, Xxxxxxxx 00000, in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees Commitment Fees or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.032.12, 2.04(cSection 2.13 or Section 2.17 and except that (i) any Bank may receive less than its Pro Rata Share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), 2.05(b)(ii)and (iii) if, 2.06(b)in respect of any Change in Control, 2.06(c)not all Banks are Exercising Banks, 2.11, 2.14 or 9.04(cthen payments due from the Borrower pursuant to Section 2.22 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption 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 Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) Each Borrower The Borrowers shall make each payment hereunder and under hereunder, irrespective of any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currencyright of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars Euros (except for Advances denominated in any other Committed Currency, in which case such payments shall be made in such Committed Currency) to the Agent at Agent, by deposit of such funds to the applicable Agent’s Account in same day funds without funds. The Guarantor shall make each payment due by it hereunder, irrespective of any right of counterclaim or 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 Advances denominated in a Foreign Currency not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyNew York City time) on the day when due in Euros (except for guaranty obligations in respect of obligations of the Borrowers denominated in any other Committed Currency, in which case such Foreign Currency payments shall be made in such Committed Currency) to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Major Currency (other than Dollars) or an Alternative Currency, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction by deposit of any kindsuch funds to the Agent's account maintained at the Payment Office for Dollars. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign Major Currency (other than Dollars) or an Alternative Currency not later than 12:00 Noon 1:00 P.M. (at the Payment Office for such Foreign Major Currency or Alternative Currency) on the day when due in such Foreign Major Currency or Alternative Currency to the 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's account maintained at such Payment Office. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable in respect of interest on Advances made by Agent for the account of another Lender pursuant to Section 2.02 or pursuant to Section 2.03, 2.04(c)2.12 or 2.14, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)which amounts will be distributed to the Lenders in accordance with their respective interests) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office in respect of an Advance made by the Agent for the account of another Lender pursuant to Section 2.02(a) equal to the Eurocurrency Rate plus one-eighth of the amount of interest payable in excess of the Eurocurrency Rate to Agent for the account of its Applicable Lending Office and the remaining seven-eighths of the amount of interest payable in excess of the Eurocurrency Rate to such other Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming ; provided that payments with respect to reimbursement obligations under Letters of Credit shall be apportioned among the parties which have a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, pro rata share; provided further that all principal and upon the Agent’s receipt of such Lender’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 case may be, the Agent shall make all interest payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and Assumption, the Agent any Bid Advances shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.be apportioned

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.192.18, and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes, right of counterclaim or set-off except with respect to principal of, interest on, and other amounts relating to, Advances or Letters of Credit denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment payment, irrespective of any right of counterclaim or set-off hereunder and under any Notes with respect to principal of, interest on, and other amounts (other than fees) relating to to, Advances or Letters of Credit denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by - ManpowerGroup Five Year Credit Agreement NYDOCS01/1628313.3B deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.12, 2.04(c)2.15, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.20 or 9.04(c8.04(c)) to the Lenders Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any 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 Assuming Lender becoming a Lender Party hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Anniversary Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign CurrencyEuros), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Euros, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyEuros) on the day when due in such Foreign Currency Euros to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b)(ii), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currencyright of counterclaim or set-off, not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in Dollars U.S. dollars to the Agent at the applicable Agent’s 's Account in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.10, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.13 or 9.04(c8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.17 or an extension of the Termination Date pursuant to Section 2.192.18, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, Credit Document not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Administrative Agent at its Payment Office (or to an Issuing Bank, in the applicable Agent’s Account case of payments to an Issuing Bank under Section 2.18, or to a Swingline Lender, in the case of payments to a Swingline Lender under Section 2.04(b) or Section 2.09) in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindfunds. The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal, interestprincipal of or interest on Revolving Advances, commitment fees or Letter commissions on Letters of Credit fees as contemplated by Section 2.18(b) ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.06 or 9.04(c)2.16) to the Revolving Lenders (decreased, as to any Lender, for any taxes withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, and (ii) like funds relating to the payment of principal of or interest on Term Advances ratably (other than amounts payable pursuant to Section 2.06 or 2.16) to the Term Lenders (decreased, as to any Lender, for taxes withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, (iii) like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 (iv) to the Assuming LenderCollateral Agent like funds relating to the payment of any amount payable to the Collateral Agent. Upon its acceptance of an Assignment and Assumption a Transfer Agreement and recording of the information contained therein in the Register pursuant to Section 9.06(c10.06(d), from and after the effective date specified in such Assignment and AssumptionTransfer Agreement, the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Transfer Agreement 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 and with respect to voluntary prepayments, will apply such payments to the Advances in the following order, first to Revolving Advances, second to Base Rate Advances, and last to LIBOR Advances (in the order of shortest to longest Interest Period).

Payments and Computations. (a) Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment required to be made by such Borrower hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c2.04(b), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, 2.19 and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any Notesright of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency, not later than 11:00 A.M. (New York City time) on the day when due due, in Dollars (i) to the Designated Agent at the applicable Designated Agent’s Account in same day funds without set-offor (ii) to the Issuing Bank at its address referred to in Section 9.02 in same day funds, counterclaim or deduction in respect of any kindpayments to reimburse the Issuing Banks for payments under Letters of Credit and the payments under Section 3.05(b). Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes right of set-off or counterclaim, with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Committed Currency) on the day when due due, in such Foreign Committed Currency to the Agent in same day funds Designated Agent, by deposit of such funds to the applicable Designated Agent’s Account without in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-offoff or counterclaim, counterclaim or deduction with respect to reimbursement of any kinda Letter of Credit denominated in a Committed Currency, (A) in such Committed Currency, at the office reasonably designated therefor by the respective Issuing Bank so long as such payment is made by the close of business on the Business Day when due and (B) thereafter in Dollars (at the then Dollar Equivalent of the amount due on such preceding Business Day), by 11:00 A.M. (New York City time) to the respective Issuing Bank at its address referred to in Section 9.02 in same day funds as provided in Section 3.10 below. The Designated Agent or the respective Issuing Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c)Sections 2.07, 2.11, 2.14 or 9.04(c)2.14, 3.04, 9.04 and 9.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Issuing Bank or Lender to such Issuing Bank or Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 2.19 or an extension of the Termination Date pursuant to Section 2.192.20, and upon the Designated Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, the Designated Agent or the respective Issuing Bank, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Designated Agent or the respective Issuing Bank, as the case may be, shall make all payments hereunder and under any Notes the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower The Borrowers shall make each payment hereunder and under any Notes, (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Committed Currency), not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in US Dollars to the Agent at the applicable Agent’s Account its address referred to in Section 9.02 in same day funds funds, without set-offsetoff, counterclaim deduction or deduction of any kindcounterclaim. Each Borrower The Borrowers shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Committed Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office applicable Agent’s Account for such Foreign Committed Currency) on the day when due in such Foreign Committed Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, without set-offsetoff, counterclaim deduction or deduction of any kindcounterclaim. The Subject to the immediately succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable than, to the extent the applicable Termination Date is not the same for all Appropriate Lenders, pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c2.06(a)) to the Appropriate Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of such Lender’s Assumption Agreement principal or interest paid after an Event of Default and recording an acceleration or a deemed acceleration of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may beamounts due hereunder, the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby will promptly thereafter cause to be distributed like funds relating to the Assuming payment of principal or interest ratably in accordance with each Lender’s outstanding Advances to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kind. Each Borrower (except that payments under Section 2.08 shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to 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 be paid directly to the Agent in same day funds by deposit of such funds to the applicable Agent’s Account without setBank entitled thereto) at 1 HSBC Center – 26th Floor, Buffxxx, XX 00000-off0000, counterclaim or deduction of any kindXxxx: Xxxxx X. Riley, xx xxxx xxx xxnds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees Duration Fee, Commitment Fees or Letter of Credit fees ratably (other than except amounts payable pursuant to Section 2.032.12, 2.04(cSection 2.13 or 2.17 and except that (i) any Bank may receive less than its ratable share of interest to the extent Section 8.06 is applicable to it, (ii) if the Stated Termination Date for all Banks is not the same, then principal payments due pursuant to Section 2.06(a) in respect of the Stated Termination Date for any Bank (but not in respect of payments due before the relevant Stated Termination Date as contemplated by Section 2.06(a)) shall be distributed ratably among all Banks having that same Stated Termination Date (and not to those Banks with a Stated Termination Date occurring later), 2.05(b)(ii)and (iii) if, 2.06(b)in respect of any Change in Control, 2.06(c)not all Banks are Exercising Banks, 2.11, 2.14 or 9.04(cthen payments due from the Borrower pursuant to Section 2.22 shall be distributed ratably among all such Exercising Banks (and not to those Banks that are not Exercising Banks)) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender 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 Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Assignment and Assumption 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 Agent, the Borrower shall notify the Agent of the Borrowing to which such payment shall apply. In the absence of such notice the Agent may specify the Borrowing to which such payment shall apply.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, (except with respect to principal of, 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. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, irrespective of any right of counterclaim or set-off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, principal or interest, commitment fees or Letter of Credit fees commissions ratably (other than amounts payable pursuant to Section 2.032.12, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower The Borrowers shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, 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. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each Borrower The Borrowers shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, irrespective of any right of counterclaim or set off, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.10, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.13 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.192.16, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each (i) the Borrower shall make each payment hereunder and under any Noteshereunder, except without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances Term Loans denominated in a Foreign Currency, Dollars not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at Administrative Agent, by deposit of such funds to the applicable Agent’s Account in same day funds without set-offfunds, counterclaim or deduction of any kind. Each (ii) the Borrower shall make each payment hereunder and under any Notes hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to Advances to, Term Loans denominated in a Foreign Currency Euro, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign CurrencyLondon time) on the day when due in such Foreign Currency Euro to the Agent in same day funds Administrative Agent, by deposit of such funds to the applicable Agent’s Account without set-offin same day funds, counterclaim or deduction of any kind. The and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit fees interest ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.10, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.13 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under any Notes the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s 's Account in same day funds 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 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 Agent in same day funds by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under hereunder, irrespective of any Notes, right of counterclaim or set-off except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Agent at the applicable Agent’s 's Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment payment, irrespective of any right of counterclaim or set-off hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, not later than 12:00 Noon 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.12, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c8.04(c)) to the Lenders Lender Parties for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any 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 Assuming Lender becoming a Lender Party hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s 's receipt of such Lender’s '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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each The Borrower shall make each payment hereunder and under any Noteshereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. 12:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kindfunds. Each The Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to to, Advances denominated in a Foreign Currency Currency, not later than 12:00 Noon P.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 9.04(c)8.04(c) and other than as otherwise provided herein with respect to Defaulting Lenders) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or 2.18, an extension of the Termination Date pursuant to Section 2.192.19 or the addition of a Lender pursuant to Section 2.21, and upon the Agent’s receipt of such Lender’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 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off hereunder with respect to principal of, interest on, and under other amounts relating to, Advances denominated in Dollars, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent's Account in same day funds. Each Borrower shall make each payment, irrespective of any Notes, except right of counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds 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 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 Agent in same day funds Agent, by deposit of such funds to the applicable Agent’s 's Account without set-off, counterclaim or deduction of any kindin same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment facility fees or Letter letter of Credit fees credit commissions ratably (other than amounts payable pursuant to Section 2.03, 2.04(c)2.12, 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 2.15 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) Each Borrower All payments of principal of and interest on each Loan in a particular Currency shall make each payment hereunder be made in such Currency. (b) (i) All payments of principal of and under any Notes, except with respect to principal of, interest on, on the Loans and all other amounts relating towhatsoever payable by a Borrower under this Agreement and the Notes shall be made in immediately available funds, Advances denominated in a Foreign without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 11:00 A.M. (New York City time) (in the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds without set-off, counterclaim or deduction of any kinddue. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currencyii) on the day when due in such Foreign Currency to the 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 will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commitment fees principal or Letter of Credit interest or fees ratably (other than amounts payable pursuant to Section 2.03, 2.04(c2.09(d), 2.05(b)(ii)2.12, 2.06(b), 2.06(c), 2.11, 2.14 2.15(c) or 9.04(c)3.05 or as contemplated by Section 2.05(c) or 2.16) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 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 of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the 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 the Assuming Lender. (iii) Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 9.06(c9.07(d), from and after the effective date specified in such Assignment and Assumption, Acceptance the Administrative Agent shall make all payments hereunder and under any the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. (c) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate) and of facility fees and letter of credit commission 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 Eurocurrency Rate, the Swing Loan Rate or the Base Rate based on the Federal Funds Rate 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 conclusive and binding for all purposes, absent manifest error. (d) 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