Common use of Time and Method of Payments Clause in Contracts

Time and Method of Payments. All payments of principal, interest, Fees and other amounts (including indemnities) payable by any Principal Company hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Agent at its Principal Office on the date on which such payment shall become due; provided, however, that any payment not received by the Agent by 1:00 p.m., Boston time, on the date made shall be deemed received on the next Business Day; provided, however, that no Default shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m., Boston time, but prior to 5:00 p.m., Boston time, on the date on which such payment shall become due. The Agent or any Lender for whose account any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All payments hereunder and under the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause (ii) below) on or measured by the net income of the Lender to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by the net income of such Lender payable by such Lender with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrower.

Time and Method of Payments. All Subject to the provisions of Sections 6.02, 6.03, 6.04 and 6.05, all payments in reduction of Capital Investment and all payments of principalyield, interest, Fees fees and other amounts (including indemnities) payable by any Principal Company the Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Agent at its Principal Office Purchaser not later than 11:00 a.m. (New York time) on the due date on which therefor. Any such payment shall become due; provided, however, that any payment not received by the Agent by 1:00 p.m., Boston time, made on the such date made shall be deemed received on the next Business Day; provided, however, that no Default but after such time shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m.been made on, Boston timeand Daily Yield shall continue to accrue and be payable thereon until, but prior to 5:00 p.m., Boston time, on the date on which such payment shall become duenext succeeding Business Day. The Agent or any Lender for whose account If any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may the maturity thereof will be made on extended to the next succeeding Business Day, Day and such extension Daily Yield thereon shall be included in computing interest in connection with payable during such paymentextension. All Any and all payments by the Seller hereunder and under the Notes shall be made in accordance with this Section 2.08 without set-off setoff or counterclaim and in such amounts as may be necessary in order that free and clear of and without deduction for any and all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties deductions, charges or other similar charges of whatever nature withholdings, excluding taxes imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause (ii) below) on or measured by the net income of any Affected Party by the Lender to jurisdictions under the laws of which any such Affected Party is organized or by any political subdivisions thereof. If the Seller shall be required by law to deduct any taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.08) the Affected Party entitled to receive any such payment is due pursuant receives an amount equal to applicable federalthe sum it would have received had no such deductions been made, state and local income tax laws(b) the Seller shall make such deductions, and (iic) deduction of amounts equal the Seller shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after the date of any payment of taxes, the Seller shall furnish to the Operating Agent the original or a certified copy of a receipt evidencing payment thereof. The Seller shall indemnify any Affected Party from and against, and, within ten days of demand therefor, pay any Affected Party for, the full amount of taxes (including any taxes imposed by any jurisdiction on or measured by the net income of such Lender amounts payable under this Section 2.08) paid by such Lender Affected Party and any liability (including penalties, interest and expenses) arising therefrom or with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notesthereto, whether or not such taxes were correctly or legally asserted. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrower.SECTION 2.09

Time and Method of Payments. (a) All payments in reduction of principal, Outstanding Principal Amount and all payments of interest, Fees and other amounts (including indemnities) payable by any Principal Company the Borrower hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to by application of amounts on deposit in the Agent at its Principal Office on the date on which such payment shall become dueCollection Account in accordance with Section 2.06(d) --------------- hereof; provided, howeverthat to the extent that amounts on deposit in the Collection -------- Account on any day are insufficient to pay amounts due on such day in respect of reductions to the Outstanding Principal Amount, that interest, Fees or any payment not received other amounts payable by the Borrower hereunder, the Borrower shall pay, upon notice from the Administrative Agent, the amount of such insufficiency to the Administrative Agent by 1:00 p.m.in Dollars, Boston in immediately available funds (for the account of the Administrative Agent, the applicable Lenders, Affected Parties or Indemnified Persons) not later than 11:00 a.m. (New York time, ) on the such day. Any such payment made on such date made shall be deemed received on the next Business Day; provided, however, that no Default but after such time shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m.been made on, Boston timeand interest shall continue to accrue and be payable thereon at the LIBOR Rate (in the case of LIBOR Rate Advances) or the Index Rate (in all other cases), but prior to 5:00 p.m., Boston time, on until the date on which such payment shall become duenext succeeding Business Day. The Agent or any Lender for whose account If any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may the maturity thereof will be made on extended to the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All payments hereunder and under the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax Day (except those referred to as set forth in clause the definition of LIBOR Period) and interest thereon at the LIBOR Rate (ii) below) on or measured by the net income of the Lender to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by the net income of such Lender payable by such Lender with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of LIBOR Rate Advances) or Index Rate (in all other cases) shall be payable during such extension. Payments received after 11:00 a.m. (New York time) on any Lender holding any Revolving Credit Note, Business Day or on a day that is not a Business Day shall be deemed to have been received on the termination of the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrowerfollowing Business Day.

Time and Method of Payments. (a) All payments of principal, interest, Fees fees and other amounts (including indemnities) payable by any Principal Company the Borrowers hereunder shall be made in U.S. Dollars, in immediately available funds, without deduction, set-off setoff or counterclaim, to the Agent at its Principal Office principal office on the date on which such payment shall become due; provided, however, that any payment not received by the Agent by 1:00 p.m.3:00 PM, (Boston time, ) on the date made shall be deemed received on the next Business Day; provided, however, that Day (but no Default shall be deemed to have occurred as a result thereof under Section 11.1 8.1 if payment is received after 1:00 p.m.3:00 PM, (Boston time), but prior to 5:00 p.m.PM, (Boston time, ) on the date on which such payment shall become due). The Agent or any Lender for whose account any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of any of the Borrower Borrowers with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All So long as the applicable Lender shall have complied with Section 2.15(b) hereof, all payments hereunder and under the Notes shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause (ii) below) on or measured by the net income of the Agent, any Lender or the Issuing Bank to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by, or are otherwise required by law to be withheld with respect to, the net income of such Lender payable by such Lender Person with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrower.

Time and Method of Payments. All Subject to the provisions of Sections 6.02, 6.03, 6.04 and 6.05, all payments in reduction of Capital Investment and all payments of principalyield, interest, Fees fees and other amounts (including indemnities) payable by any Principal Company the Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Administrative Agent at (for its Principal Office account or the account of the applicable Purchasers, Affected Parties or Purchaser Indemnified Persons) not later than 11:00 a.m. (New York time) on the due date on which therefor. Any such payment shall become due; provided, however, that any payment not received by the Agent by 1:00 p.m., Boston time, made on the such date made shall be deemed received on the next Business Day; provided, however, that no Default but after such time shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m.been made on, Boston timeand Daily Yield shall continue to accrue and be payable thereon until, but prior to 5:00 p.m., Boston time, on the date on which such payment shall become duenext succeeding Business Day. The Agent or any Lender for whose account If any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may the maturity thereof will be made on extended to the next succeeding Business Day, Day and such extension Daily Yield thereon shall be included in computing interest in connection with payable during such paymentextension. All Any and all payments by the Seller hereunder and under the Notes shall be made in accordance with this Section 2.08 without set-off setoff or counterclaim and in such amounts as may be necessary in order that free and clear of and without deduction for any and all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties deductions, charges or other similar charges of whatever nature withholdings, excluding taxes imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause (ii) below) on or measured by the net income of any Affected Party by the Lender jurisdictions under the laws of which such Affected Party is organized or in which the offices of such Affected Party through which funding is provided pursuant to which the Related Documents or the Program Documents are located or by any political subdivisions thereof (such non-excluded taxes, levies, imposts, deductions, charges or withholdings being “Indemnified Taxes”). If the Seller shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.08) the Affected Party entitled to receive any such payment is due pursuant receives an amount equal to applicable federalthe sum it would have received had no such deductions been made, state and local income tax laws(b) the Seller shall make such deductions, and (iic) deduction of amounts equal the Seller shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after the date of any payment of Indemnified Taxes, the Seller shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof. The Seller shall indemnify any Affected Party from and against, and, within ten days of demand therefor, pay any Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on or measured by the net income of such Lender amounts payable under this Section 2.08) paid by such Lender Affected Party and any liability (including penalties, interest and expenses) arising therefrom or with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Notethereto, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of whether or not such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrowertaxes were correctly or legally asserted.

Time and Method of Payments. All (a) Except as provided below, all payments of principal, interest, Fees and other amounts (including indemnities) to be paid by the Borrower under the Loan Documents or payable by any Principal Company the Borrower hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, shall be made to the Agent at its Principal Office Administrative Agent, prior to 11:00 a.m. on the date on which such payment is due, for the account of the applicable Credit Party at the Payment Office, without set-off, offset, recoupment or counterclaim. The failure of the Borrower to make any such payment by such time shall become due; providednot constitute a Default, howeverprovided that such payment is made on such due date, that but any such payment not received by the Agent by made after 1:00 p.m., Boston time, p.m. on the such due date made shall be deemed received on the next Business Day; provided, however, that no Default shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m., Boston time, but prior to 5:00 p.m., Boston time, been made on the date next Business Day for the purpose of calculating interest on which amounts outstanding on the Revolving Loans. As between the Borrower and each Credit Party, any payment by the Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be payment by the Borrower to such Credit Party. Notwithstanding the foregoing, all payments pursuant to Sections 2.18, 2.22, 9.1 and 9.2 shall become duebe paid directly to the Credit Party entitled thereto. The Furthermore, the Administrative Agent or and any Lender Bank for whose account any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which that is not made by such time to any ordinary deposit account of the Borrower with the Administrative Agent or such LenderBank, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes under the Loan Documents shall be due and payable on a day other than which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All payments hereunder and under the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax due date thereof (except those referred to in clause (ii) below) on or measured by the net income of the Lender to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by the net income of such Lender payable by such Lender as otherwise provided with respect to Interest Periods) shall be extended to the amount by which the next Business Day and (except with respect to payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit Note, the termination respect of the Revolving Credit Commitment of Fees) interest shall be payable at the applicable rate specified herein during such Lenderextension, provided, however, that if such next Business Day would be after the Lender holding Termination Date, such Note payment shall mark xxx Note "Paid" and return it instead be due on the immediately preceding Business Day. Additional provisions relating to the Borrowerpayments are set forth in Section 9.3 hereof.

Time and Method of Payments. All (a) Except as provided below, all payments of principal, interest, Fees and other amounts (including indemnities) to be paid by a Borrower under the Loan Documents or payable by any Principal Company a Borrower hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, shall be made to the Agent at its Principal Office Administrative Agent, prior to 11:00 a.m. on the date on which such payment is due, for the account of the applicable Credit Party at the Payment Office, without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any taxes or other payments. The failure of either Borrower to make any such payment by such time shall become due; providednot constitute a Default, howeverprovided that such payment is made on such due date, that but any such payment not received by the Agent by made after 1:00 p.m., Boston time, p.m. on the such due date made shall be deemed received on the next Business Day; provided, however, that no Default shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m., Boston time, but prior to 5:00 p.m., Boston time, been made on the date next Business Day for the purpose of calculating interest on which amounts outstanding on the Revolving Loans. As between each Borrower and each Credit Party, any payment by a Borrower to the Administrative Agent for the account of such Credit Party shall be deemed to be payment by such Borrower to such Credit Party. Notwithstanding the foregoing, (i) all payments pursuant to Sections 2.18, 2.22, 9.1 and 9.2 shall become duebe paid directly to the Credit Party entitled thereto and (ii) all payments pursuant to Section 2.7(c)(i) shall be made to the Applicable L/C Fee Distributor for the account of and distribution to the Credit Parties. The Furthermore, the Administrative Agent or and any Lender Bank for whose account any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which that is not made by such time to any ordinary deposit account of the either Borrower with the Administrative Agent or such LenderBank, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes under the Loan Documents shall be due and payable on a day other than which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All payments hereunder and under the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax due date thereof (except those referred to in clause (ii) below) on or measured by the net income of the Lender to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by the net income of such Lender payable by such Lender as otherwise provided with respect to Interest Periods) shall be extended to the amount by which next Business Day and (except with respect to payments in respect of the payments required to Fees) interest shall be made under payable at the applicable rate specified herein during such extension, provided, however, that if such next Business Day would be after the Commitment Termination Date (or, if the Commitment Termination Date has been extended in accordance with the terms of Section 2.8(b) of this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit NoteAgreement, the termination of Termination Date), such payment shall instead be due on the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it immediately preceding Business Day. Additional provisions relating to the Borrowerpayments are set forth in Section 9.3 hereof.

Time and Method of Payments. All payments of principal, interest, Fees fees and other amounts (including indemnities) payable by any Principal Company the Borrowers hereunder shall be made in US Dollars, in immediately available funds, without deduction, set-off setoff or counterclaim, to the Agent at its Principal Office principal office on the date on which such payment shall become due; provided, however, that any payment not received by the Agent by 1:00 p.m.PM, (Boston time, ) on the date made shall be deemed received on the next Business Day; provided, however, that Day (but no Default shall be deemed to have occurred as a result thereof under Section 11.1 8.1 if payment is received after 1:00 p.m.PM, (Boston time), but prior to 5:00 p.m.PM, (Boston time, ) on the date on which such payment shall become due). The Agent or any Lender for whose account any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of any of the Borrower Borrowers with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All payments hereunder and under the Notes shall be made without set-off setoff or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause (ii) below) on or measured by the net income of the Agent, any Lender or the Issuing Bank to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by by, the net income of such Lender payable by such Lender Person with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrower.

Time and Method of Payments. All Subject to the provisions of Sections 6.02, 6.03, 6.04 and 6.05, all payments in reduction of Aggregate Capital Investment and all payments of principalyield, interest, Fees fees and other amounts (including indemnities) payable by any Principal Company the Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Administrative Agent at (for its Principal Office account or the account of the applicable Purchasers, Purchaser Agents, Affected Parties or Purchaser Indemnified Persons) not later than 11:00 a.m. (New York time) on the due date on which therefor. Any such payment shall become due; provided, however, that any payment not received by the Agent by 1:00 p.m., Boston time, made on the such date made shall be deemed received on the next Business Day; provided, however, that no Default but after such time shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 p.m.been made on, Boston timeand Daily Yield shall continue to accrue and be payable thereon until, but prior to 5:00 p.m., Boston time, on the date on which such payment shall become duenext succeeding Business Day. The Agent or any Lender for whose account If any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of principal or interest becomes due on a day other than a Business Day, such payment may the maturity thereof will be made on extended to the next succeeding Business Day, Day and such extension Daily Yield thereon shall be included in computing interest in connection with payable during such paymentextension. All Any and all payments by the Seller hereunder and under the Notes shall be made in accordance with this Section 2.08 without set-off setoff or counterclaim and in such amounts as may be necessary in order that free and clear of and without deduction for any and all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties deductions, charges or other similar charges of whatever nature withholdings, excluding taxes imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause (ii) below) on or measured by the net income of any Affected Party by the Lender jurisdictions under the laws of which such Affected Party is organized or in which the offices of such Affected Party through which funding is provided pursuant to which the Related Documents or the Program Documents are located or by any political subdivisions thereof (such non-excluded taxes, levies, imposts, deductions, charges or withholdings being “Indemnified Taxes”). If the Seller shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder, (a) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.08) the Affected Party entitled to receive any such payment is due pursuant receives an amount equal to applicable federalthe sum it would have received had no such deductions been made, state and local income tax laws(b) the Seller shall make such deductions, and (iic) deduction of amounts equal the Seller shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Within 30 days after the date of any payment of Indemnified Taxes, the Seller shall furnish to the Administrative Agentapplicable Affected Party the original or a certified copy of a receipt evidencing payment thereof. The Seller shall indemnify anyeach Affected Party from and against, and, within ten days of demand therefor, pay anyeach Affected Party for, the full amount of Indemnified Taxes (together with any taxes imposed by any jurisdiction on or measured by the net income of such Lender amounts payable under this Section 2.08) paid by such Lender Affected Party and any liability (including penalties, interest and expenses) arising therefrom or with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Notethereto, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of whether or not such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrowertaxes were correctly or legally asserted.

Time and Method of Payments. All payments of principal, interest, Fees and other amounts (including indemnities) payable by any Principal Company hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Agent at its Principal Office on the date on which such payment shall become due; providedPROVIDED, howeverHOWEVER, that any payment not received by the Agent by 1:00 p.m., Boston time, on the date made shall be deemed received on the next Business Day; providedPROVIDED, howeverHOWEVER, that no Default shall be deemed to have occurred under Section 11.1 if payment is received after 1:00 l:00 p.m., Boston time, but prior to 5:00 p.m., Boston time, on the date on which such payment shall become due. The Agent or any Lender for whose account any such payment is to be made may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Agent or such Lender, as the case may be. Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to such Lender, in like funds, for the account of such Lender's Applicable Lending Office for the Loan in respect of which such payment is made. If any payment of or principal or interest becomes due on a day other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment. All payments hereunder and under the Notes shall be made without set-off or counterclaim and in such amounts as may be necessary in order that all such payments shall not be less than the amounts otherwise specified to be paid under this Agreement and the Notes after withholding for or on account of (i) any present or future taxes, levies, imposts, duties or other similar charges of whatever nature imposed by any government or any political subdivision or taxing authority thereof, other than any tax (except those referred to in clause CLAUSE (ii) below) on or measured by the net income of the Lender to which any such payment is due pursuant to applicable federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or measured by the net income of such Lender payable by such Lender with respect to the amount by which the payments required to be made under this sentence exceed the amounts otherwise specified to be paid in this Agreement and the Notes. Upon payment in full of any Note, and in the case of any Lender holding any Revolving Credit Note, the termination of the Revolving Credit Commitment of such Lender, the Lender holding such Note shall mark xxx Note "Paid" and return it to the Borrower.made