Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Each Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account (except payments to be made directly to the Swingline Bank as expressly provided herein) in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.09(c), 2.13 2.13, 2.16 or 8.04(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. In the event that such payment is required to be returned to such Borrower for any reason, each Lender will return to the Administrative Agent any portion thereof previously distributed to such Lender. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxescounterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, facility fees or Facility Fees the Utilization Fee ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 10:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set offsetoff, deduction counterclaim or counterclaim other than deductions on account of taxesdeduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees principal, interest, facility fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.102.02(b), 2.13 2.11, 2.14 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) 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 the Notes not later than 11:00 A.M. (New York City time) 1:00 p.m. on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.09, 2.10, 2.13 2.12, 2.17 or 8.04(c8.04(e)) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fees or interest or Facility LC Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders and the LC Issuers, as applicable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuer to such Lender or LC Issuer for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower Company shall make each payment hereunder and under the Notes without condition or deduction for any right of counterclaim, defense, recoupment or set-off, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.09, 2.12 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.08(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or interest, Facility Fees or the Utilization Fee ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably fees (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.07 or 8.04(c)2.11) ratably 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 10:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set offsetoff, deduction counterclaim or counterclaim other than deductions on account of taxesdeduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees principal, interest, facility fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.102.02(b), 2.13 2.04(c), 2.07, 2.11, 2.14 or 8.04(c8.04(b) or as provided in Section 2.13(g)) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (12:00 noon, New York City time) , on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set offsetoff, deduction counterclaim or counterclaim other than deductions on account of taxesdeduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees principal, interest, facility fees and letter of credit fees ratably (other than amounts payable pursuant to Section 2.102.02(a)(ii), 2.13 2.11, 2.14 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.11(c), 2.13 2.15, 2.18, 8.04(c) or 8.04(c)8.16) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 2:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.04(b), 2.13 2.11, 2.14 or 8.04(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 2.21 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, the Agent shall make all payments hereunder and under any other Loan Documents 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 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes other Loan Documents 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) The Each Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set set-off, deduction counterclaim or counterclaim other than deductions on account of taxesdeduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.11, 2.14 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.08, 2.12, or 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Commitment Fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.04, 2.08, 2.12, 2.15, 2.18 or 8.04(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 or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 10:00 A.M. (New York City Chicago time) on the day when due in U.S. dollars to the Agent at the Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxescounterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, facility fees or Facility Fees the Utilization Fee ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Each Borrower shall make each payment required to be made by it hereunder and under the Notes not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars like funds as advanced to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility or Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.12, 2.15 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(g), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 p.m. on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account its address referred to in Section 9.2 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 2.17 or 8.04(cSection 9.4(d)) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.7(b), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes other Loan Documents, without any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars to the Agent at into the Agent’s Account account specified by the Agent in writing from time to time in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees in the case of Term Loans, ratably (other than amounts payable pursuant to Section 2.102.12, 2.13 2.15 or 8.04(c9.04(c)) to the Term Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Term Lender to such Term Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under the Notes 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fee or interest or Facility Fees Utilization Fee ratably (other than amounts payable pursuant to Section 2.102.02(b), 2.13 2.11, 2.14 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.06(d), from and after the effective date Closing Date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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 Closing Date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes Notes, if any, not later than 11:00 A.M. (New York City time) 2:00 P.M. on the day when due due, in U.S. dollars US Dollars, to the Administrative Agent at the Administrative Agent’s Account in same day funds and funds, without set off, deduction counterclaim or counterclaim other than deductions on account of taxesdeduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.102.09, 2.13 2.12 or 8.04(c8.04(d)) to the Lenders of the applicable Tranche 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes Notes, if any, 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. All payments received by the Administrative Agent after 2:00 P.M. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

Payments and Computations. (a) The All payments to be made by the Borrower shall make each payment hereunder and under the Notes be made without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 11:00 A.M. (New York, New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account Office in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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) and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or and interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Paying Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Paying Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.10(c), 2.13 2.14, 2.17 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, 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 U.S. dollars Dollars to the Agent at the applicable Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section Sections 2.03(b), 2.10, 2.13 or 8.04(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 Term Loan Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes (if any), irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.10Sections 2.05, 2.13 2.13, 2.16 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes or CAF Notes (if any) in respect of the interest assigned thereby to the Lender 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) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.102.08(c), 2.13 2.12, 2.15, 8.04(c) or 8.04(c)8.16) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, 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 Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.11, 2.13 2.14 or 8.04(c9.04(d)) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 10:00 A.M. (New York City Chicago time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment and auction facility fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.03, 2.08, 2.12, 2.15, 2.17(a) or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. (New York City time) on the day when due in U.S. 364-Day Credit Agreement dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fee or interest or Facility Fees Utilization Fee ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.03, 2.12, 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower Borrowers shall make each payment hereunder and under the Notes Notes, not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment is in respect of principal, interest, commitment fees or any other Obligation then due and payable hereunder or under any of the Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to the (ii) if such payment is in respect of any other amount Obligation then due and payable hereunder or under any of the Notes 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Each Borrower shall make each payment hereunder and under relating to the Notes Advances without condition or deduction for any counterclaim, defense, recoupment or setoff not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Agent at the Agent’s Account Office in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.07(c), 2.11, 2.14 or 8.04(c9.04(d)) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under relating to the Notes Advances 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) The Borrower shall make each payment hereunder and under the Notes other Loan Documents, 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 Dollars from the Payment Account or the Debt Service Reserve Account, as applicable under the terms of this Agreement and the other Loan Documents, to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.09, 2.10, 2.13 2.12 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment to any Lender of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case case, to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 the Notes 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) The Borrower shall make each payment hereunder and under the Notes Notes, 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 U.S. dollars to the Administrative Agent at the NEWY1\8114089.7 Administrative Agent’s Account account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (x) if such payment by the payment Borrower is in respect of principal or principal, interest or Facility Fees ratably (any other Obligation then payable hereunder and under the Notes to more than amounts payable pursuant one Bank, to Section 2.10, 2.13 or 8.04(c)) to the Lenders such Banks for the account of their respective Applicable Lending Offices, Offices ratably in accordance with the amounts of such respective Obligations then payable to such Banks and like funds relating to (y) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c12.14(d) (Sale or Assignment), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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.

Payments and Computations. (aai) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Commitment Fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.04, 2.08, 2.12, 2.15, 2.18 or 8.04(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 or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same same-day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees arrangement fees and other amounts ratably (other than amounts payable pursuant to Section 2.104.02, 2.13 4.03 or 8.04(c12.04(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 its the Administrative Agent's acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c12.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, Facility Fees, LC Fees or Facility Fees the Utilization Fee ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders and the LC Issuers, as applicable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuer to such Lender or LC Issuer for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) 2:00 p.m. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account Account, in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)‎Section 2.08) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c‎Section 9.06(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the 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) The Borrower shall make each payment hereunder and under the Notes issued hereunder not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same same-day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.102.09, 2.13 2.11 or 8.04(c)) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 the Notes issued hereunder 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 themselvesthemselves and the Borrower shall have no further obligation to such assignee with respect to such adjustments.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, 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 Sterling to the Designated Agent at the Designated Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Designated Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.09, 2.13 2.12 or 8.04(c9.04(d)) to the Lenders for the account of their respective Applicable Eurocurrency 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 Eurocurrency Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Designated Agent shall make all payments hereunder and under 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) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees the Non-Use Fee ratably (other than amounts payable pursuant to Section 2.02(b), 2.07(c), 2.10, 2.13 2.13, 8.04(c) or 8.04(c)8.16) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, facility fees or Facility Fees utilization fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.11, 2.14 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower Company shall make each payment hereunder and under the Notes each Floating Rate Note, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. (New York City timelocal time in the city in which the relevant Administrative Agent's Account is maintained) on the day when due in U.S. dollars the currency in which such Floating Rate Note is denominated to the Administrative Agent at the relevant Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.08 or 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 the Floating Rate 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) The Borrower shall make each payment hereunder and under the Notes any Note not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds funds, and without set offany such payment to the Administrative Agent shall constitute payment by the Borrower hereunder or under any Note, deduction or counterclaim other than deductions on account of taxesas the case may be, for all purposes, and upon such payment the Lenders shall look solely to the Administrative Agent for their respective interests in such payment. The Administrative Agent will promptly thereafter after any such payment cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.03, 2.07, 2.09(c), 2.11, 2.14 or 8.04(c8.04(b)) (according to the Lenders’ respective Commitments) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 the Notes any Note 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) The Each Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and and, except as expressly set forth herein, without set offdeduction, deduction set-off or counterclaim other than deductions on account of taxescounterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees under or in respect of a particular Facility Fees ratably (other than amounts payable pursuant to Section 2.102.09(a), 2.13 2.09(b), 2.11, 2.13(d) or 8.04(c9.04(c), or amounts payable to an Issuing Bank in respect of Letters of Credit) to the relevant 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower Borrowers shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will shall promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrowers is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment Borrowers 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) All payments to be made by the Company shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Borrower Company shall make each payment hereunder and under the Notes not later than 11:00 A.M. a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably fees (other than amounts payable pursuant to Section 2.102.08, 2.13 2.12 or 8.04(c2.16(b)) ratably 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, 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 U.S. dollars Dollars to the Agent at the applicable Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section Sections 2.03(d), 2.10, 2.13 or 8.04(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 Bridge Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) All payments to be made by the Company shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. The Borrower Company shall make each payment hereunder and under the Notes not later than 11:00 A.M. a.m. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably fees (other than amounts payable pursuant to Section 2.10, 2.13 2.08 or 8.04(c)2.12) ratably 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes other Loan Documents, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 2:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender 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) The Each Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees or utilization fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.05, 2.06(b), 2.07(b), 2.13, 2.16 or 8.04(c)8.04(d) to be distributed to the respective parties entitled thereto) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or Facility and Commitment Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.12), not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on by deposit of such funds to the Agent's account of taxesmaintained at the Payment Office for Dollars in New York City. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably ratably, in the proportion that such Lender's Loans to which the payment applies bears to the total of all Lenders' Loans to which the payment applies, (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)2.12) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c10.08(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.07(c), 2.13 2.11, 2.14 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fees or interest or Facility LC Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders and the LC Issuers, as applicable, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender or LC Issuer to such Lender or LC Issuer for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account its address referred to in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesSection 8.02 in immediately available funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or Facility Fees Fee and Utilization Fee ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.08, 2.12 or 8.04(c)2.15 which shall be paid only to the Lenders, or to the Administrative Agent for the account of the Lenders, entitled to such amounts by the terms of said Section 2.03, 2.08, 2.12 or 2.15) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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.. Credit Agreement

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes other Financing Agreements, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.16) not later than 11:00 A.M. 12:00 Noon (New York City Dallas, Texas time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Financing Agreements to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c13.07(d), from and after the effective date specified in of such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes other Financing Agreements 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) The Borrower shall make each payment hereunder and under the Notes Notes, irrespective of counterclaim or set-off (except as otherwise provided in Section 2.13, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.09, 2.13 2.12 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Paying Agent shall make all payments hereunder and under 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) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.06(c), 2.10, 2.13 2.13, 9.04(c) or 8.04(c)9.16) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent or, with respect to payments made in respect of Reimbursement Obligations, the Fronting Bank, at the Agent’s Account its address referred to in Section 10.02 hereof, in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent or the Fronting Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders, to the respective Lenders to whom the same are payable, 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 its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c)10.07, from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Administrative Agent or the Fronting Bank, as the case may be, shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or principal, interest or Facility and Commitment Fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fee or interest or Facility Fees Utilization Fee ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their 364-Day Credit Agreement Table of Contents 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder with respect to principal of, interest on, and under the Notes other amounts relating to, Advances denominated in (i) Dollars, without set-off or counterclaim, not later than 12:00 P.M. or (ii) a Committed Currency, without set-off or counterclaim, not later than 11:00 A.M. A.M., in each case (New York City timeat the applicable Agent’s Account for such currency) on the day when due in U.S. dollars such currency to the Agent at Administrative Agent, by deposit of such funds to the applicable Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or principal, interest, Facility Fees or Letter of Credit commissions ratably (other than amounts payable pursuant to Section 2.102.08, 2.13 2.12, or 2.15 or 8.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes 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 Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.12, 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance or a New Commitment Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance or such New Commitment Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption Acceptance or such New Commitment Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes hereunder, 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 U.S. dollars Dollars (or, in the case of reimbursement of a draft drawn under a Letter of Credit, in accordance with and in the currency required under Section 2.03(c)) to the Agent at the applicable Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.04(b)(ii), 2.13 2.04(c), 2.11, 2.14 or 8.04(c)9.04) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower Company shall make each payment hereunder and under the Letter of Credit Advance Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Letter of Credit Administrative Agent at the Agent’s 's Account in same day funds. With respect to funds and without set offpaid to the Letter of Credit Administrative Agent, deduction or counterclaim other than deductions on account the Letter of taxes. The Credit Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Company is in respect of principal, interest, fees or any other Obligation then payable hereunder and under the Letter of Credit Advance Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment Company 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.06(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Letter of Credit Administrative Agent shall make all payments hereunder and under the Letter of Credit Advance 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) The Borrower shall make each payment hereunder and under the Notes any other Loan Document not later than 11:00 A.M. 2:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (except as otherwise expressly provided under this Agreement or any other than Loan Document, including amounts payable pursuant to Section 2.09, 2.10, 2.13 2.12 or 8.04(c)) hereof) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c)) hereof, from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes any 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. (aaj) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Commitment Fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.04, 2.08, 2.12, 2.15, 2.18 or 8.04(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 or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Commitment Fees or interest or Facility Fees duration fees ratably (other than amounts payable pursuant to Section 2.102.08, 2.13 2.11, or 2.14 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 2:00 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.02(b), 2.13 2.07, 2.11, 2.14 or 8.04(c8.04(b)) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes without set-off or counterclaim not later than 11:00 A.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars to the Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees or utilization fees ratably (other than amounts payable pursuant to Section 2.03, 2.10, 2.13 2.14, 2.18 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall Borrowers, jointly and severally, agree to make each payment hereunder and under the Notes Notes, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 12:30 P.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrowers is in respect of principal or principal, interest or Facility Fees any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lenders ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)ii) to if such payment by the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment Borrowers 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City Puerto Rico time) on the day when due in U.S. United States dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesAccount. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, fees or any other Obligations then payable hereunder, under the Notes and under the other Loan Documents to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an any Assignment and Assumption Acceptance and recording of the information contained therein in the Register maintained by the Administrative Agent pursuant to Section 8.07(c)9.7, from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the assignee 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) The Borrower shall will make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City 12:00 noon, Los Angeles time) , on the day when due due, in U.S. dollars and immediately available funds, to the Administrative Agent at the Administrative Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxes's Account. The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal or principal, interest or Facility Fees fees ratably (other than amounts payable any payments pursuant to Section 2.102.3(e), 2.3(f), 2.11(a), 2.11(b), 2.11(e) or 2.13 or 8.04(c)and payments to the Issuing Bank in respect of Letters of Credit) to the Lenders for the account of their respective Applicable Lending Offices, Offices and (ii) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.7(d), from and after the effective date specified in of such Assignment and Assumption, Acceptance the Administrative Agent shall will make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall Acceptance will make directly between themselves all appropriate adjustments in such payments for periods prior to before such effective date directly between themselvesdate.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes Notes, 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 Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(e), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes other Loan Documents, 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 Administrative Agent at the Administrative Agent’s Account in same day funds and without set offfunds, deduction or counterclaim other than deductions with payments being received by the Administrative Agent after such time being deemed to have been received on account of taxesthe next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed like funds relating (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the other Loan Documents to the payment of principal or interest or Facility Fees ratably (other more than amounts payable pursuant one Lender, to Section 2.10, 2.13 or 8.04(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 and like funds relating to (ii) if such payment by the payment 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in of such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under the Notes other Loan Documents in respect of the interest assigned thereby to the Lender 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Paying Agent at the Paying Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.102.04(b), 2.13 or 2.11, 2.14, 8.04(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 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(i), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Paying Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Assumption Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.11(d), 2.13 2.15, 2.18, 8.04(c) or 8.04(c)8.16) 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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.03, 2.08, 2.12, 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.10Sections 2.03, 2.13 2.04(b), 2.05(b), 2.11, 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), as the case may be, from and after the effective date specified in such Assignment and Assumption, Acceptance the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably fees (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.07 or 8.04(c)2.11) ratably 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 to any Lender to such Issuing Bank or 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10Sections 2.03, 2.13 2.04(b), 2.05(c), 2.11, 2.12, 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), ) from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes any Note not later than 11:00 10:00 A.M. (New York City Chicago time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set offsetoff, deduction counterclaim or counterclaim other than deductions on account of taxesdeduction. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees principal, interest, facility fees and utilization fees ratably (other than amounts payable pursuant to Section 2.102.02(b), 2.13 2.07, 2.11, 2.14 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes other Loan Documents, without any right of counterclaim or set-off, not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars the same currency in which the Advance was initially made or the Letter of Credit issued to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.12, 2.13 2.15 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under the Notes 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) The Borrower shall make each payment hereunder and under the Notes hereunder, without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Agent’s Account its address referred to in Section 8.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably fees (other than amounts payable pursuant to Section 2.102.03, 2.13 2.08 or 8.04(c)2.12) ratably 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(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 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 2:00 P.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 (or, in the Agent’s Account case of Sections 2.09 and 2.12 hereof, directly to the Bank demanding payment, in accordance with such demand) in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)2.03) 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 its acceptance of an a Bank Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.07(d), from and after the effective date specified in such Assignment and AssumptionBank Assignment, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Bank assignee thereunder, and the parties to such Bank 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) The Borrower shall make each payment hereunder and under the Notes hereunder, irrespective of any right of counterclaim or set-off, not later than 11:00 A.M. 2:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.08, 2.13 Section 2.15, Section 2.18 or 8.04(c)Section 9.04(c) or as otherwise expressly provided in this Agreement) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Each Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. United States dollars to the Administrative Agent without defense, setoff or counterclaim at the Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Commitment Fees ratably (other than amounts payable pursuant to Section 2.102.02(c), 2.13 2.04, 2.08, 2.12, 2.15, 2.18 or 8.04(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 or LC Issuing Bank to such Lender for the account of its Applicable Lending OfficeOffice or to any LC Issuing Bank, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each ------------------------- payment hereunder with respect to Article II, the A Advances, the A Lenders, the B Advances and under the Notes Agent free and clear of all claims, charges, offsets or deductions whatsoever not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Agent (unless otherwise specified in Section 2.03 with respect to B Advances) at the Agent’s Account its address referred to in Section 9.02 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility or commitment fees ratably (other than amounts payable pursuant to Section 2.102.03, 2.13 2.08, 2.12, 2.14 or 8.04(c)3.02) to the A Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any such A Lender to such be distributed to the appropriate A Lender for the account of its Applicable Lending Office, in each case to be or A Lenders and applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(d), from and after the effective date specified in such Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the A 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 p.m. on the day when due in U.S. dollars Dollars to the Agent at the Agent’s Account its address referred to in Section 8.2 in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 2.17 or 8.04(cSection 8.4(d)) 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 its acceptance of an a Lender Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c8.7(b), from and after the effective date specified in such Assignment and AssumptionLender Assignment, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

Payments and Computations. (a) The Each Borrower shall make each payment to be made by it hereunder and under the Notes not later than 11:00 A.M. (New York City time) 1:00 P.M. on the day when due in U.S. dollars Dollars to the Administrative Agent at the Agent’s Account in same day funds and without set offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaim other than deductions on account of taxessetoff. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees commitment fees ratably (other than amounts payable pursuant to Section 2.102.07(c), 2.13 2.11, 2.14 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes hereunder, 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 U.S. dollars Dollars to the Agent at the applicable Agent’s Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or Facility Fees commissions ratably (other than amounts payable pursuant to Section 2.102.05(b)(ii), 2.13 2.05(c), 2.12, 2.15 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.07(c), from and after the effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under 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) The Borrower shall make each payment hereunder and under the Notes Notes, 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 U.S. dollars to the Agent for the account of the applicable Lender at the Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees facility fees ratably (other than amounts payable pursuant to Section 2.07, 2.10, 2.13 2.14 or 8.04(c9.04(b)) 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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c8.02(d), from and after the effective date specified in such each Assignment and AssumptionAcceptance, the Agent shall make all payments hereunder and under 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) The Borrower Company shall make each payment hereunder and under the any Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at the applicable Agent’s Account in same day funds and without set set-off, counterclaim or deduction or counterclaim other than deductions on account of taxesany kind. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees principal, interest, commitment fees ratably (other than amounts payable pursuant to Section 2.102.06(b), 2.13 2.06(c), 2.11, 2.14 or 8.04(c9.04(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 its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(c9.06(c), from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the 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) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent’s 's Account in same day funds and without set off, deduction or counterclaim other than deductions on account of taxesfunds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.10Sections 2.03, 2.13 2.04(b), 2.05(c), 2.05(d), 2.11, 2.12, 2.15 or 8.04(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 its acceptance of an Assignment and Assumption Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c), ) from and after the effective date specified in such Assignment and AssumptionAcceptance, the Administrative Agent shall make all payments hereunder and under 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.