Common use of General Provisions as to Payments Clause in Contracts

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

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Dollars in Federal or other funds immediately available in New YorkYork City, New Yorkwithout deduction, set-off or counterclaim, to the Administrative Agent at account number 323-5-09118 maintained by the Administrative Agent with JPMCB at its address referred xxxxxxx xxxerred to in Section 9.1, it being understood that written 9.1 (or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s such other account maintained at as the Administrative Agent shall constitute advise the making of such payment to the extent of such funds held Borrower in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Bankswriting). If and to the extent due date of any payment under this Agreement would otherwise fall on a day that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar is not a Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, and interest thereon shall be payable for any principal so extended for the period of such extended timeextension. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) The Borrower shall, at the time of making each payment under this Agreement or any Note for account of any Bank, specify to the Administrative Agent (which shall so notify the intended recipient(s) thereof) the Loans or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that the Borrower fails to so specify, or if an Event of Default has occurred and is continuing, the Administrative Agent may distribute such payment to the Banks for application in such manner as it or the Required Banks, subject to Section 2.15, may determine to be appropriate). (d) Each payment received by the Administrative Agent under this Agreement or any Note for account of any Bank shall be paid by the Administrative Agent promptly to such Bank, in immediately available funds, for account of such Bank's Applicable Lending Office for the Loan or other obligation in respect of which such payment is made.

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

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

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunderand all other amounts payable by the Borrower under this Agreement, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (1:00 p.m. New York City time) time on the date when duedue and payable, of Federal without condition or deduction for any counterclaim, defense, recoupment or setoff, in Dollars in funds immediately available in New York, New York, York to the Administrative Agent at its address referred to specified in Section 9.1, it being understood that written or facsimile notice Schedule 9.04. All payments received by the Borrower to the Administrative Agent after 1:00 p.m. New York time shall be deemed to make a payment from the funds in the Borrower’s account maintained at have been received by the Administrative Agent shall constitute on the making of such payment to the extent of such funds held in such accountnext succeeding Business Day. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank in immediately available funds its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, Pro Rata Share of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks by 3:00 p.m. New York time on the extent that day of receipt of such payment by the Administrative Agent shall receive any if such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and is received by the Administrative Agent shall not have distributed from the Borrower by 1:00 p.m. New York time on such day or by 1:00 p.m. New York time on the next succeeding Business Day if such payment is received by the Administrative Agent from the Borrower after 1:00 p.m. New York time on such day. Any such payment owed by the Administrative Agent to any Bank its which is not paid within the applicable share of such payment on such day, time period shall bear interest until paid (payable by the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, Agent) at the Federal Funds Effective Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon thereon, at the then applicable rate, shall be payable for such extended time. (b) Notwithstanding the foregoing or any contrary provision hereof, if any Bank shall fail to make any payment required to be made by it hereunder to the Administrative Agent, then the Administrative Agent may, in its discretion, apply any amounts thereafter received by the Administrative Agent for the account of such Bank to satisfy such Bank’s obligations to the Administrative Agent, until all such unsatisfied obligations are fully paid. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Banks hereunder that the Borrower will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal distribute to the Banks the amount then due due. In such Bank. If and to the extent that event, if the Borrower shall has not have so in fact made such payment, then each Bank shall of the Banks severally agrees to repay to the Administrative Agent forthwith on demand such the amount so distributed to such Bank together Bank, with interest thereon, for each day from and including the date such amount is distributed to such Bank until it to but excluding the date such Bank repays such amount of payment to the Administrative Agent, at the greater of the Federal Funds RateEffective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (d) Notwithstanding any other provision of this Agreement or any other Transaction Document to the contrary, all amounts collected or received by the Administrative Agent or any Bank after acceleration of the Loans pursuant to Section 7 shall be applied by the Administrative Agent as follows: (i) first, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of an Event of Default under Sections 7.07 or 7.08) of the Administrative Agent in connection with enforcing the rights of the Banks under the Transaction Documents; (ii) second, to the payment of any fees owed to the Administrative Agent hereunder or under any other Transaction Document; (iii) third, to the payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of an Event of Default under Sections 7.07 or 7.08) of each of the Banks in connection with enforcing its rights under the Transaction Documents or otherwise with respect to the Borrower’s Obligations owing to such Bank; (iv) fourth, to the payment of all of the Borrower’s Obligations consisting of accrued fees and interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of an Event of Default under Sections 7.07 or 7.08 irrespective of whether a claim for such fees incurred and interest accruing is allowed in such proceeding); (v) fifth, to the payment of the outstanding principal amount of Borrower’s Obligations; (vi) sixth, to the payment of all other Borrower’s Obligations and other obligations that shall have become due and payable under the Transaction Documents or otherwise and not repaid; and (vii) seventh, to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (B) all amounts shall be apportioned ratably among the Banks in proportion to the amounts of such principal, interest, fees or other Borrower’s Obligations owed to them respectively pursuant to clauses (iii) through (vi) above. (e) The Borrower will not fund all or part of any repayment of the Borrower’s Obligations out of proceeds derived from transactions which would be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions.

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City Atlanta, Georgia time) on the date when due, of in Federal or other funds immediately available in New YorkAtlanta, New YorkGeorgia, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks, such payment to be distributed by the Administrative Agent (x) by 2:00 P.M. on the date of receipt by the Administrative Agent, provided that such payment was received by the Administrative Agent by 1:00 P.M. (Atlanta, Georgia time), and (y) by 2:00 P.M. (Atlanta, Georgia time) on the date following the date of receipt by the Administrative Agent, if such payment was received by the Administrative Agent after 1:00 P.M. (Atlanta, Georgia time). If and to the extent that the Administrative Agent shall receive any fail to make such payment for distribution within the account of time required by the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Dayimmediately preceding sentence, as applicable), and the Administrative Agent such distribution shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank be made together with interest thereon, for each day during the period from the date such amount distribution should have been distributed to such Bank so made until the date the Administrative Agent distributes such amount to such Bankdistribution actually is made, at a rate per annum equal to the Federal Funds Rate. . (b) Whenever any payment of principal of, or interest on on, the Base Rate Loans or Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, of or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (bc) Unless All payments of principal, interest and fees and all other amounts to be made by the Administrative Agent Borrowers pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrowers are required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrowers shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received notice had no such withholding or other payment been made. Each Bank which is not organized under the laws of the United States or any state thereof agrees, as soon as practicable after receipt by it of a request by the Borrowers to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the Borrower prior appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided that if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrowers shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Bank receives a refund of any Taxes paid by the Borrowers pursuant to this Section 2.12(c), it will pay to the date on which Borrowers the amount of such refund promptly upon receipt thereof; provided that if at any payment time thereafter it is due required to return such refund, the Borrowers shall promptly repay to it the amount of such refund. Without prejudice to the Banks hereunder that survival of any other agreement of the Borrower will not make such payment in fullBorrowers hereunder, the Administrative Agent may assume that agreements and obligations of the Borrower has Borrowers and the Banks contained in this Section 2.12(c) shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full to or cancellation of the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds RateNotes.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due, of Federal without offset, in federal funds or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to such account of the Administrative Agent as shall be specified by it for such purpose from time to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accounttime. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that ; provided, that, should the Administrative Agent shall actually receive any such relevant payment for from the account of the Banks on or before 11:00 a.m. Borrower prior to 2:00 p.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such daydate when due, the Administrative Agent shall distribute such amount initiate the distribution process (by wire or otherwise) to such Bank together with interest thereon, for of each day from the date such amount should have been distributed to such Bank until the date Bank’s ratable portion of any payment received by the Administrative Agent distributes such amount prior to such Bank, at the Federal Funds Rate. 5:00 p.m. (New York City time). (b) Whenever any payment of principal ofprincipal, interest, fees or interest on the Base Rate Loans or of fees other amount payable hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (bc) Unless All payments of principal, interest, fees and other amounts to be made by or on account of any obligation of the Borrower pursuant to this Agreement and the other Loan Documents shall be paid without deduction for, and free from, any Taxes. In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes on any payment pursuant to this Agreement or any other Loan Document, the Borrower shall timely pay such deduction or withholding to the applicable Governmental Authority (or, if the Administrative Agent or any Bank is required to pay any amount in respect of which such deduction or withholding should have been made, promptly reimburse such payment), and shall promptly furnish to the Administrative Agent and any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and, to the extent such deduction or withholding is in respect of an Indemnified Tax, shall pay to each such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or deduction (including any withholding or deduction of Indemnified Taxes imposed on such additional amounts) shall equal the amount such Bank would have received notice from had no such withholding or deduction of Indemnified Taxes been made. (d) The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (e) Any Bank that is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under this Agreement or any other Loan Document shall deliver to the Borrower prior and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in this clause (e) and in Section 2.12(f)) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Without limiting the generality of the foregoing: (A) each Bank that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or about the date on which any payment is due such Bank becomes a party to this Agreement (and from time to time thereafter upon the Banks hereunder that reasonable request of the Borrower will not make such payment in full, or the Administrative Agent may assume Agent) executed copies of IRS Form W-9 certifying that the Borrower has made such payment in full Bank is exempt from U.S. federal backup withholding Tax; and (B) each Foreign Bank that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to interest payments under this Agreement or any other Loan Document agrees that it will deliver to the Administrative Agent and the Borrower (or in the case of a Participant, to the Bank from which the related participation shall have been purchased and to the Administrative Agent), on or about the date on which such date Bank becomes a party to this Agreement (and from time to time thereafter upon reasonable request of the Borrower or Administrative Agent), two (2) duly completed copies of whichever of the following is applicable: (i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the payments received from the Borrower under the Loan Documents are effectively connected with such Foreign Bank’s conduct of a trade or business in the United States; (ii) Internal Revenue Service Form W-8 BEN or W-8 BEN-E, as applicable, or any successor form thereto, certifying that such Foreign Bank is entitled to benefits under an income tax treaty to which the United States is a party which eliminates or reduces the rate of withholding tax on payments of interest; (iii) Internal Revenue Service Form W-8 BEN or W-8 BEN-E, as applicable, or any successor form prescribed by the Internal Revenue Service, together with a certificate (A) establishing that the payment to the Foreign Bank qualifies as “portfolio interest” exempt from U.S. withholding Tax under Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Bank is not a bank for purposes of Code section 881(c)(3)(A), or the obligation of the Borrower hereunder is not, with respect to such Foreign Bank, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that section; (2) the Foreign Bank is not a 10% shareholder of the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign Bank is not a controlled foreign corporation that is related to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be applicable to the Foreign Bank, including Forms W-8 IMY (including all required statements) or W-8 EXP. Each Bank agrees that if any form or certification it previously delivered under this Agreement expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent mayin writing of its legal inability to do so. (f) If a payment made to a Bank under this Agreement or any other Loan Document would be subject to withholding Tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Bank has complied with such Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of this paragraph, FATCA shall include any amendments made to FATCA after the date of this Agreement and any regulations or official interpretations thereof. (g) Each Bank shall severally indemnify the Administrative Agent for any Taxes (but, in reliance upon such assumptionthe case of any Indemnified Taxes, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and only to the extent that the Borrower shall has not have so made such payment, each Bank shall repay to already indemnified the Administrative Agent forthwith on demand for such amount distributed Indemnified Taxes and without limiting the obligation of the Borrower to do so) attributable to such Bank together that are paid or payable by the Administrative Agent in connection with interest thereonthis Agreement or any other Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.12(g) shall be paid within 10 days after the Administrative Agent delivers to the applicable Bank a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. (h) The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for each day the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.12) payable or paid by such Recipient or required to be withheld or deducted from the date such amount is distributed a payment to such Bank until Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the date relevant Governmental Authority. A certificate as to the amount of such Bank repays such amount payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error. (i) In the event any Bank or other party to this Agreement receives a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.12 (including by the payment of additional amounts paid pursuant to this Section 2.12), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.12 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund) promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund to a Governmental Authority, the Federal Funds Rateindemnifying party shall promptly repay to it the amount of such refund. (j) Further, if any Bank shall have required the Borrower to pay any Taxes or additional amounts to such Bank or any Governmental Authority for the account of such Bank pursuant to this Section 2.12, then such Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.12 in the future, and (ii) would not subject such Bank to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Bank in connection with any such designation or assignment. (k) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in Sections 2.12(c) through 2.12(j) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under this Agreement and the other Loan Documents.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and LC Reimbursement Obligations, and of fees hereunderhereunder (other than fees payable directly to the LC Issuing Banks), without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written 9.01 and without reduction by reason of set-off or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountcounterclaim. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, (if any) of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on the on, Base Rate Loans, Swingline Loans or LC Reimbursement Obligations or any payment of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks any Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 p.m. (New York City time) on the date when due, of Federal funds in immediately available in New Yorkfunds, New Yorkwithout set-off, deduction, recoupment or counterclaim, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day occurs after the Termination Date, in which case the date for payment thereof shall be the next preceding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term SOFR Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar monthmonth or occurs after the Termination Date, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior With respect to the date on which any payment is due to that the Agent makes for the account of the Banks hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the Borrower will not make following applies (such payment in full, referred to as the Administrative Agent may assume that “Rescindable Amount”): (1) the Borrower has made such payment not in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so fact made such payment, ; (2) the Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Agent has for any reason otherwise erroneously made such payment; then each Bank shall of the Banks severally agrees to repay to the Administrative Agent forthwith on demand such amount the Rescindable Amount so distributed to such Bank together Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to such Bank until it to but excluding the date such Bank repays such amount of payment to the Administrative Agent, at the greater of the Federal Funds RateRate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice of the Agent to any Bank or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

General Provisions as to Payments. (a) The Borrower All payments to be made by any Credit Party shall make each payment of the principal of and interest on the Loans and fees hereunder, be made without set-off off, counterclaim or counterclaimother defense. Except as otherwise expressly provided herein, all payments by initiating a wire transfer not the Borrower shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 12:00 Noon 2:30 p.m. (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdates specified herein. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable applicable share in accordance with the amount of such Bank’s relevant outstanding Loans, as expressly provided herein of each such payment in like funds as received. Any payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. later than 2:30 p.m. (New York City time) shall be deemed to have been received on any the following Business Day (and any applicable interest or Eurodollar fee shall continue to accrue until such following Business Day. (b) Except and to the extent otherwise specifically provided herein, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall to be made hereunder is due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding immediately following Business Day and, if interest is stated to be payable in respect thereof, interest shall continue to accrue to such immediately following Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (bc) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent maymay (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Bank the Lenders on such due date an amount equal to the amount then due such Bankto the Lenders. If and to the extent that the Borrower shall not have so made such payment, each Bank applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with accrued interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate; provided, however, that if any amount remains unpaid by any Lender for more than five (5) Business Days after the Administrative Agent has made a demand for such amount, such Lender shall, commencing on the day next following such fifth Business Day, pay interest to the Administrative Agent at a rate per annum equal to the Federal Funds Rate plus 1%, and, provided further, that if any such amount remains unpaid by any Lender for more than ten (10) Business Days, such Lender shall, commencing on the day next following such tenth Business Day, pay interest to the Administrative Agent at a rate per annum equal to the Federal Funds Rate plus 2.00%.

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

General Provisions as to Payments. (a) The obligations of each Borrower hereunder shall be several and not joint. Each Borrower shall make each payment of the principal of and interest on the its Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) 1:00 P.M. on the date when due, of Federal funds due in Yen immediately available in New YorkTokyo, New York, Japan to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the and each Borrower shall deliver to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making evidence of such payment to wire as soon as possible thereafter on the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the BanksLenders. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks Lenders on or before 11:00 a.m. (New York City time) A.M. on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank Lender its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank Lender together with interest thereon, for each day from the date such amount should have been distributed to such Bank Lender until the date the Administrative Agent distributes such amount to such BankLender, at the Federal Funds Prime Rate. Whenever any payment of principal of, or interest on the Base Rate Committed Loans or of fees or any other amount due hereunder shall be due on a day which that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar next succeeding Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the such Borrower shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Prime Rate. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.3, 2.10, 2.14 or 9.4, then Administrative Agent, notwithstanding any contrary provision hereof, shall (i) apply any amounts thereafter received by Administrative Agent for the account of such Lender for the benefit of Administrative Agent or the Fronting Lender to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by Administrative Agent in its reasonable discretion.

General Provisions as to Payments. (a) The Except as otherwise expressly provided herein, the Borrower shall make each payment of the principal of of, and interest on on, the Loans and each payment of Letter of Credit Fees and other fees and other amounts payable hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New YorkYork City, New Yorkwithout off set or counterclaim, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account10.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender and the Issuing Lender, as applicable, its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any Lenders or such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateIssuing Lender. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or of Letter of Credit Fees or other fees or other amounts payable hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Banks Lenders or the Issuing Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender or the Issuing Lender on such due date an amount equal to the amount then due such BankLender or the Issuing Lender. If and to the extent that the Borrower shall not have so made such payment, each Bank Lender or the Issuing Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender or the Issuing Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender or the Issuing Lender until the date such Bank Lender or the Issuing Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) 1:00 P.M. on the date when due, of Federal without offset, in federal funds or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank (and, following the occurrence and during the continuance of an Event of Default, for application by such Bank against amounts owing to such Bank by the Borrower in such order as such Bank shall elect) its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and ; provided, that, should the Agent actually receive any relevant payment from the Borrower prior to 1:00 P.M. on the extent that date when due, the Administrative Agent shall receive any such payment for initiate the account of the Banks on distribution process (by wire or before 11:00 a.m. (New York City timeotherwise) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for of each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at ’s ratable portion of any payment received by the Federal Funds Rate. Agent prior to 5:00 P.M. (b) Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, of or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes shall be payable in respect to any Loan or fee relating thereto, the Borrower shall furnish to any Bank, at such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the date Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify it with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. Each Bank agrees, as soon as practicable after receipt by it of a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided, that, if it is unable, for any payment reason, to establish such exemption, or to file such forms and, in any event, during such period of principal time as such request for exemption is extended pending, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Bank receives a refund of any Taxes paid by operation the Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the amount of law or otherwisesuch refund promptly upon receipt thereof; provided, interest thereon however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in this Section 2.12(c) shall be payable for applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such extended time. provisions (bi) Unless shall be made based upon the Administrative Agent circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall have received notice from survive the Borrower prior to termination of this Agreement and the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to or cancellation of the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds RateNotes.

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

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

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

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

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

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

General Provisions as to Payments. (a) (i) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans denominated in dollars and of fees hereunder, without deduction, set-off off, defense, recoupment or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal in federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to the applicable Agent’s Account and (ii) the Borrowers shall make each payment of principal of, and interest on, the Loans denominated in Section 9.1euros, it being understood that written without deduction, set-off, defense, recoupment or facsimile notice by counterclaim, not later than 12:00 Noon (New York City time) on the Borrower date when due, in funds immediately available to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountapplicable Agent’s Account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks in the same type and to the extent that the Administrative Agent shall receive any such payment for the account currency of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratefunds. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, unless such Business Day occurs after the Maturity Date, in which case the date for payment then shall be the immediately preceding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term Benchmark Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, or occurs after the Maturity Date, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at (i) the Federal Funds RateRate in the case of Loans denominated in dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in euros. (c) To the extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Banks in accordance with the terms of this Section 2.12, the Administrative Agent shall be entitled to convert or exchange such funds into dollars or into euros or from dollars to euros or from euros to dollars, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that each Borrower and each of the Banks hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Bank as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(c) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided, further that such Xxxxxxxx agrees to indemnify the Administrative Agent and each Bank, and hold the Administrative Agent and each Bank harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Bank for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.12(c).

General Provisions as to Payments. (a) The Borrower All payments by the Company of principal, interest, Facility Fee and other charges under this Agreement shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer be made not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due, of Federal funds in Dollars, in immediately available in New Yorkfunds, New Yorkwithout set-off, counterclaim or deduction, to the Administrative Agent at its address referred to in Section 9.19.02. If a Fed-Wire reference or tracer number for any such payment has been received, it being understood that written from the Company or facsimile notice otherwise, by the Borrower to the Administrative Agent to make by that time the Company will not be penalized for a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountreceived after 2:00 p.m. (New York time). The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans, the Competitive Bid Rate Loans or of fees the Facility Fee or any other amounts payable to the Lenders hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans or the Competitive Bid Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Company shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

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

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and of facility fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City Atlanta, Georgia time) on the date when due, in Federal or other funds (subject to paragraph (c) of Federal funds this Section with respect to Syndicated Foreign Currency Loans) immediately available in New YorkAtlanta, New YorkGeorgia, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. . (New York City timeb) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or the Money Market Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans or Foreign Currency Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day or a Foreign Currency Business Day, as the case may be, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, unless such Eurodollar Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be, falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day or Foreign Currency Business Day, as the case may be. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (bc) Unless All payments of principal and interest with respect to Syndicated Foreign Currency Loans shall be made in the Administrative Agent Foreign Currency in which the related Syndicated Foreign Currency Loan was made. (d) All payments of principal, interest and fees and all other amounts to be made by the Borrowers pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that any Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding, deduction or other payment (including any withholding, deduction or other payment in respect of additional sums payable under this Section 2.12(d)) shall equal the amount such Bank would have received notice had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Loan or fee relating thereto, such Borrower shall furnish any Bank, at such Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If any Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, such Borrower hereby agrees to compensate such Bank for, and indemnify them with respect to, the tax consequences of such Borrower's failure to provide evidence of tax payments or tax exemption. Each Bank which is not organized under the laws of the United States of America or a state thereof agrees, as soon as practicable after request by it of a request by a Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided, that, if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, such Borrower prior shall nonetheless remain obligated under the terms of the immediately preceding paragraph. Without prejudice to the date on which survival of any payment is due to the Banks hereunder that the other agreement of any Borrower will not make such payment in fullhereunder, the Administrative Agent may assume that agreements and obligations of the Borrower has Borrowers contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full to or cancellation of the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds RateNotes.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Revolving Loan, and all fees hereunderpayable hereunder shall be paid, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon noon (New York City Chicago, Illinois time) on the date when due, of in Federal or other funds immediately available in New YorkChicago, New YorkIllinois, to the Administrative Agent at its address referred to in Section 9.1set forth on Schedule 2.1 hereto, it being understood that written without defense, set-off, deduction or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountcounterclaim. The Administrative Agent will promptly (and in any event within one if such payment is received by Administrative Agent by 10:00 a.m. (1) Chicago, Illinois time), and otherwise if reasonably possible, on the same Domestic Business Day after receipt thereofDay) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, Commitment Percentage of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loan or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the any portion of any Eurodollar Loans Loan shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case (subject to the date for payment thereof shall be provisions of the immediately preceding Eurodollar Business Daydefinition of Interest Period). If the date for any payment of principal is extended by operation of law Law or otherwise, interest thereon shall be payable for such extended time. Borrower hereby authorizes Administrative Agent to charge from time to time against Borrower’s accounts with Administrative Agent any amount then due. (b) Unless Prior to the occurrence of an Event of Default, all principal payments received by Banks with respect to the Revolving Loan shall be applied first to Eurodollar Loans outstanding with Interest Periods ending on the date of such payment, then to the Base Rate Loan, and then to Eurodollar Loans next maturing until such principal payment is fully applied. (c) After the occurrence of an Event of Default, all amounts collected or received by Administrative Agent or any Bank shall have received notice from the Borrower prior be applied first to the date on which any payment is due of all proper costs incurred by Administrative Agent in connection with the collection thereof (including reasonable expenses and disbursements of Administrative Agent), second to the payment of all proper costs incurred by Banks hereunder that in connection with the Borrower will not make such payment in fullcollection thereof (including reasonable expenses and disbursements of Banks), the Administrative Agent may assume that the Borrower has made such payment in full third to the Administrative Agent on such date reimbursement of any advances made by Banks to effect performance of any unperformed covenants of any Credit Party under any of the Loan Papers, fourth to the payment of any unpaid fees required pursuant to Section 3.12, fifth to the payment of any unpaid fees required pursuant to Section 3.1(b) and Section 3.11, sixth, to the Administrative Agent maypayment of all accrued but unpaid interest, in reliance upon such assumptionseventh, cause to be distributed the payment to each Bank on of its Commitment Percentage of the outstanding principal of the Revolving Loan and to satisfy all obligations and liabilities then due under Hedge Agreements, such due date payments to be made pro rata to each Bank owed such Obligations in proportion to all such payments owed to all Banks in respect of such Obligations, and eighth to establish the deposits required in Section 3.1(b). All payments received by a Bank after the occurrence of an amount equal Event of Default for application to the amount then due such Bank. If and to principal of the extent that the Borrower Revolving Loan shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to be applied by such Bank together with interest thereon, for each day from in the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Ratemanner provided in Section 4.2(b).

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) 1:00 P.M. on the date when due, of Federal funds due in Yen immediately available in New YorkTokyo, New York, Japan to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making evidence of such payment to wire as soon as possible thereafter on the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loansshare, if any, of each such payment received by the Administrative Agent for the account of the BanksLenders. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on applicable Lenders at or before 11:00 a.m. (New York City time) A.M. on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank Lender its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank Lender together with interest thereon, for each day from the date such amount should have been distributed to such Bank Lender until the date the Administrative Agent distributes such amount to such BankLender, at the Federal Funds Prime Rate. Whenever any payment of principal of, or interest on the Base Rate Loans any Loan or of fees any other amount payable hereunder shall be due on a day which that is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar next succeeding Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank applicable Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Prime Rate. (c) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4, 2.10 or 9.4, then Administrative Agent, notwithstanding any contrary provision hereof, shall apply any amounts thereafter received by Administrative Agent for the account of such Lender to satisfy such Lender’s obligations to Administrative Agent under the applicable Section (in such order as Administrative Agent shall determine in its discretion) until all such unsatisfied obligations are fully paid.

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

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

General Provisions as to Payments. (ai) The Each RMB Borrower shall make each payment of the principal of and interest on the Loans its RMB Advances and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 11:00 a.m. (New York City Beijing time) on the date when due, of Federal funds due in Renminbi immediately available in New YorkShanghai, New York, PRC to the Administrative RMB Settlement Agent at its address account referred to in Section 9.1Clause 8, it being understood that written or facsimile notice by the and each RMB Borrower shall deliver to the Administrative RMB Settlement Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making evidence of such payment to wire as soon as possible thereafter on the extent of such funds held in such accountdate when due. The Administrative RMB Settlement Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank RMB Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative RMB Settlement Agent for the account of the BanksRMB Lenders. If and to the extent that the Administrative RMB Settlement Agent shall receive any such payment for the account of the Banks RMB Lenders on or before 11:00 a.m. (New York City Beijing time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative RMB Settlement Agent shall not have distributed to any Bank RMB Lender its applicable share of such payment on such day, the Administrative RMB Settlement Agent shall distribute such amount to such Bank RMB Lender together with interest thereon, for each day from the date such amount should have been distributed to such Bank RMB Lender until the date the Administrative RMB Settlement Agent distributes such amount to such BankRMB Lender, at the Federal Funds Interest Rate. Whenever any payment of principal of, or interest on the Base Rate Loans RMB Advances or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (bii) Unless the Administrative RMB Settlement Agent shall have received notice from the applicable RMB Borrower prior to the date on which any payment is due to the Banks RMB Lenders hereunder that the such RMB Borrower will not make such payment in full, the Administrative RMB Settlement Agent may assume that the such RMB Borrower has made such payment in full to the Administrative RMB Settlement Agent on such date and the Administrative RMB Settlement Agent may, in reliance upon such assumption, cause to be distributed to each Bank RMB Lender on such due date an amount equal to the amount then due to such BankRMB Lender. If and to the extent that the such RMB Borrower shall not have so made such payment, each Bank RMB Lender shall repay to the Administrative RMB Settlement Agent forthwith on demand such amount distributed to such Bank RMB Lender together with interest thereon, for each day from the date such amount is distributed to such Bank RMB Lender until the date such Bank RMB Lender repays such amount to the Administrative RMB Settlement Agent, at the Federal Funds Interest Rate.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunderand all other amounts payable by the Borrower under this Agreement, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (1:00 p.m. New York City time) time on the date when duedue and payable, of Federal without condition or deduction for any counterclaim, defense, recoupment or setoff, in Dollars in funds immediately available in New York, New York, York to the Administrative Agent at its address referred to specified in Section 9.1, it being understood that written or facsimile notice Schedule 9.04. All payments received by the Borrower to the Administrative Agent after 1:00 p.m. New York time shall be deemed to make a payment from the funds in the Borrower’s account maintained at have been received by the Administrative Agent shall constitute on the making of such payment to the extent of such funds held in such accountnext succeeding Business Day. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank in immediately available funds its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, Pro Rata Share of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks by 3:00 p.m. New York time on the extent that day of receipt of such payment by the Administrative Agent shall receive any if such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and is received by the Administrative Agent shall not have distributed from the Borrower by 1:00 p.m. New York time on such day or by 1:00 p.m. New York time on the next succeeding Business Day if such payment is received by the Administrative Agent from the Borrower after 1:00 p.m. New York time on such day. Any such payment owed by the Administrative Agent to any Bank its which is not paid within the applicable share of such payment on such day, time period shall bear interest until paid (payable by the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, Agent) at the Federal Fed Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon thereon, at the then applicable rate, shall be payable for such extended time. (b) Notwithstanding the foregoing or any contrary provision hereof, if any Bank shall fail to make any payment required to be made by it hereunder to the Administrative Agent, then the Administrative Agent may, in its discretion, apply any amounts thereafter received by the Administrative Agent for the account of such Bank to satisfy such Bank’s obligations to the Administrative Agent, until all such unsatisfied obligations are fully paid. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Banks hereunder that the Borrower will not make such payment in fullpayment, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date in accordance herewith and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal distribute to the Banks the amount then due due. In such Bank. If and to the extent that event, if the Borrower shall has not have so in fact made such payment, then each Bank shall of the Banks severally agrees to repay to the Administrative Agent forthwith on demand such the amount so distributed to such Bank together Bank, with interest thereon, for each day from and including the date such amount is distributed to such Bank until it to but excluding the date such Bank repays such amount of payment to the Administrative Agent, at the Federal greater of the Fed Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (d) Notwithstanding any other provision of this Agreement or any other Transaction Document to the contrary, all amounts collected or received by the Administrative Agent or any Bank after acceleration of the Loans pursuant to Section 7 shall be applied by the Administrative Agent as follows: (i) first, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of an Event of Default under Sections 7.07 or 7.08) of the Administrative Agent in connection with enforcing the rights of the Banks under the Transaction Documents; (ii) second, to the payment of any fees owed to the Administrative Agent hereunder or under any other Transaction Document; (iii) third, to the payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of an Event of Default under Sections 7.07 or 7.08) of each of the Banks in connection with enforcing its rights under the Transaction Documents or otherwise with respect to the Borrower’s Obligations owing to such Bank; (iv) fourth, to the payment of all of the Borrower’s Obligations consisting of accrued fees and interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of an Event of Default under Sections 7.07 or 7.08 irrespective of whether a claim for such fees incurred and interest accruing is allowed in such proceeding); (v) fifth, to the payment of the outstanding principal amount of Borrower’s Obligations; (vi) sixth, to the payment of all other Borrower’s Obligations and other obligations that shall have become due and payable under the Transaction Documents or otherwise and not repaid; and (vii) seventh, to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (B) all amounts shall be apportioned ratably among the Banks in proportion to the amounts of such principal, interest, fees or other Borrower’s Obligations owed to them respectively pursuant to clauses (iii) through (vi) above. (e) The Borrower will not fund all or part of any repayment of the Borrower’s Obligations out of proceeds derived from transactions which would be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions.

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

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

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

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

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

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Advances, of each Letter of Credit Obligation, and fees hereunderof all fees, expenses and other amounts payable hereunder without set-off setoff or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice 8.02. Payments received by the Borrower to the Administrative Agent on such date but after such time shall be deemed to make a payment from have been received on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountnext Domestic Business Day. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans Advances or Adjusted CD Rate Advances or of any Letter of Credit Obligation or other fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans Rate Advances shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower Company shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without condition or deduction for any counterclaim, defense, recoupment or set-off or counterclaimoff, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Dollars and in Federal or other funds immediately available in New York, New Yorkavailable, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to account of the Administrative Agent Agent, for the account of the respective Banks to make a which such payment from the funds in the Borrower’s account maintained is owed, at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountAgent’s Office. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest and fees thereon shall be payable for such extended time. All payments received by the Administrative Agent after 12:00 Noon shall be deemed received on the next succeeding Domestic Business Day and any applicable interest or fee shall continue to accrue. (b) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Administrative Agent for the account of the Banks hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower Company shall not have so made such payment, each Bank shall severally agrees to repay to the Administrative Agent forthwith on demand such amount distributed to such Bank in immediately available funds together with interest thereon, for each day from and including the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Bank or the Company with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error. (c) If any Bank shall fail to make any payment required to be made by it pursuant to Section 2.03(b), 2.12(b) or 7.06 within three Domestic Business Days, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent to satisfy such Bank’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or hold any such amounts in a segregated account for application to any future funding obligations of such Bank under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. (d) If any Bank makes available to the Administrative Agent funds for any Loan to be made by such Bank as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Company by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article 3 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Bank) to such Bank, without interest. (e) The obligations of the Banks hereunder to make Loans are several and not joint. The failure of any Bank to make any Loan on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its Loan. (f) Nothing herein shall be deemed to obligate any Bank to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Advances and of fees hereunder, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1. Except as otherwise provided in Section 8.5, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly distribute (and in any event within one (1i) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks and (ii) to the extent that Swingline Bank each payment received by the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Swingline Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Floating Rate Loans Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate.

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the interest and principal of and interest on the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 10:00 A.M. (New York City San Francisco time) on the date when due, of in Federal or other funds immediately available in New York, New YorkSan Francisco, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9. 1. The Administrative Agent will promptly (and in any event within one (1) Domestic Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. 10:00 A.M. (New York City San Francisco time) on any Business Day (or Eurodollar Domestic Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayDomestic Business Day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar LIBOR Loans shall be due on a day which is not a Eurodollar LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar LIBOR Business Day unless such Eurodollar LIBOR Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar LIBOR Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Revolving Loan, and all fees hereunderpayable hereunder shall be paid, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon noon (New York City Chicago, Illinois time) on the date when due, of in Federal or other funds immediately available in New YorkChicago, New YorkIllinois, to the Administrative Agent at its address referred to in Section 9.1set forth on Schedule 1.1 hereto, it being understood that written without defense, set-off, deduction or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountcounterclaim. The Administrative Agent will promptly (and in any event within one if such payment is received by Administrative Agent by 10:00 a.m. (1) Chicago, Illinois time), and otherwise if reasonably possible, on the same Domestic Business Day after receipt thereofDay) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, Commitment Percentage of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans Loan or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the any portion of any Eurodollar Loans Loan shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case (subject to the date for payment thereof shall be provisions of the immediately preceding Eurodollar Business Daydefinition of Interest Period). If the date for any payment of principal is extended by operation of law Law or otherwise, interest thereon shall be payable for such extended time. Borrower hereby authorizes Administrative Agent to charge from time to time against Borrower's accounts with Administrative Agent any amount then due. (b) Unless Prior to the occurrence of an Event of Default, all principal payments received by Banks with respect to the Revolving Loan shall be applied first to Eurodollar Loans outstanding with Interest Periods ending on the date of such payment, then to the Base Rate Loan, and then to Eurodollar Loans next maturing until such principal payment is fully applied. (c) After the occurrence of an Event of Default, all amounts collected or received by Administrative Agent or any Bank shall have received notice from the Borrower prior be applied first to the date on which any payment is due of all proper costs incurred by Administrative Agent in connection with the collection thereof (including reasonable expenses and disbursements of Administrative Agent), second to the payment of all proper costs incurred by Banks hereunder that in connection with the Borrower will not make such payment in fullcollection thereof (including reasonable expenses and disbursements of Banks), the Administrative Agent may assume that the Borrower has made such payment in full third to the Administrative Agent on such date reimbursement of any advances made by Banks to effect performance of any unperformed covenants of any Credit Party under any of the Loan Papers, fourth to the payment of any unpaid fees required pursuant to Section 2.13, fifth to the payment of any unpaid fees required pursuant to Section 2.1(b) and Section 2.12, sixth, to the Administrative Agent maypayment of all accrued but unpaid interest, in reliance upon such assumptionseventh, cause to be distributed the payment to each Bank on of its Commitment Percentage of the outstanding principal of the Revolving Loan and to satisfy all obligations and liabilities then due under Hedge Agreements with each such due date Bank (and/or its Affiliates), such payments to be made pro rata to each Bank (and/or its Affiliates) owed such Obligations in proportion to all such payments owed to all Banks (and/or their Affiliates) in respect of such Obligations, and eighth to establish the deposits required in Section 2.1(b). All payments received by a Bank after the occurrence of an amount equal Event of Default for application to the amount then due such Bank. If and to principal of the extent that the Borrower Revolving Loan shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to be applied by such Bank together with interest thereon, for each day from in the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Ratemanner provided in Section 3.2(b).

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal in federal or other funds immediately available in New York, New York, York City to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountPayment Office. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If , it being understood and agreed that any payments made or received after any enforcement of remedies hereunder pursuant to the extent that the Administrative Agent Section 6.1 shall receive be shared ratably by all Banks owed any such payment for the account amounts hereunder in respect of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLoans. Whenever any payment of principal of, or interest on on, the Base Rate Loans or the Swingline Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) Payments made by the Borrower hereunder shall be made without set off, deduction or counterclaim.

General Provisions as to Payments. (a) The Borrower shall make each payment In the sole discretion of the Company, subject to the Purchaser's right to effect an Optional Exchange, in accordance with Section 2.09, at any time prior to the close of business on the day immediately preceding the Prepayment Date, the Company may pay the principal of and interest on the Loans Notes on the Maturity Date (or on a Prepayment Date) in (i) cash, (ii) XM Shares or (iii) any combination thereof; provided, that the Company shall not have the right to make any such payment in the form of XM Shares to the extent that such payment would otherwise require a filing under the HSR Act (as defined below) unless and fees hereunderuntil the applicable waiting period under such Act has expired or terminated. To the extent that any XM Shares are delivered to the Purchaser as payment of principal and interest under this Agreement, without set-off the number of XM Shares so delivered shall be equal to the aggregate amount of principal and interest to be paid through such delivery of XM Shares divided by the XM Stock Payment Valuation, using the XM Share Price calculated as of the Maturity Date, or counterclaimthe Prepayment Date, by initiating as the case may be. (b) The Company shall, on or prior to the date which is 15 days prior to the Maturity Date or any Prepayment Date, deliver a wire transfer notice to the Purchaser at the address or facsimile number of the Purchaser referred to in Section 9.01. Such notice shall state the relative portions of the repayment amount to be paid in cash and XM Shares. (c) The Company shall make any cash payment of principal of and interest on the Notes not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent Purchaser at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate9.01. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees Notes shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (bd) Unless On the Administrative Agent shall have received notice from Maturity Date or any Prepayment Date, if the Borrower prior Company elects to pay all or part of the date principal of and interest on which any payment is due to the Banks hereunder that the Borrower will not make such payment Notes in fullXM Shares, the Administrative Agent may assume Company shall deliver to XM, irrevocable instructions (i) to convert into Class A Common Stock that the Borrower has made such payment in full number of XM Shares to the Administrative Agent on be paid as principal and interest as of such date and to register such shares in such names as the Administrative Agent mayPurchaser shall designate, and (ii) return to the Purchaser as Collateral (as defined in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount the Pledge Agreement) a stock certificate representing that number of shares of Class B Common Stock equal to the amount then due excess, if any, of (a) the number of shares of Class A Common Stock delivered to Purchaser or its designee as payment on such Bankdates over (b) the number of shares of Class B Common Stock represented by the stock certificate surrendered to pay such amounts. If such instructions are delivered on the Maturity Date or the Prepayment Date, as the case may be, such principal and interest shall be deemed to have been paid on such Maturity Date or Prepayment Date, as the case may be. Company shall thereafter use commercially reasonable efforts to cause XM to deliver certificates representing such shares to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds RatePurchaser as soon as possible thereafter.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 2:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account11.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

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

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

General Provisions as to Payments. (a) The Borrower Company shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunderhereunder or under any other Loan Document, not later than 12:00 noon New York City time on the date when due, in immediately available funds, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written 10.01 or facsimile at such other offices as the Agent shall from time to time specify in a notice by the Borrower delivered to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountCompany. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, but in no event later than the Maturity Date, in which case the date for payment thereof shall be the next preceding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar monthmonth or is beyond the Maturity Date, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. All payments hereunder and under each other Loan Document shall be made in US Dollars, except as otherwise expressly provided. (b) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks Lenders hereunder or under any other Loan Document that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Company shall not have so made such payment, each Bank shall Lender agrees to repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the greater of (i) the Federal Funds RateEffective Rate and (ii) a rate determined by the Agent in accordance with banking industry rules on interbank compensation. (c) Any payment required to be made to the Company by the Agent hereunder or under any other Loan Document shall be deemed to have been made by the time required if the Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Agent to make such payment.

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

General Provisions as to Payments. (a) The Borrower All payments by the Company of principal, interest, the Facility Fee and other charges (subject to Section 9.04(d)) under this Agreement shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer be made not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due, of Federal funds in Dollars, in immediately available in New Yorkfunds, New Yorkwithout set-off, counterclaim or deduction, to the Administrative Agent at its address referred to in Section 9.19.02. If a Fed-Wire reference or tracer number for any such payment has been received, it being understood that written from the Company or facsimile notice otherwise, by the Borrower to the Administrative Agent to make by that time the Company will not be penalized for a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountreceived after 2:00 p.m. (New York time). The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans, the Competitive Bid Rate Loans or of fees the Facility Fee or any other amounts payable to the Lenders hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term SOFR Loans or the Competitive Bid Term SOFR Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower Company shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

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

General Provisions as to Payments. (a) The Borrower shall make each Each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder shall be made not later than 12:00 Noon 2:30 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account11.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Bid Rate Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of and interest on the Loans Loans, fees and fees hereunderother amounts required to be paid by it hereunder prior to the time expressly required hereunder for such payment or, without set-off or counterclaimif no such time is expressly required, by initiating a wire transfer not later than 12:00 Noon (p.m., New York City time) , on the date when due, of Federal funds in immediately available in New Yorkfunds, New Yorkwithout reduction by reason of any set-off, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written counterclaim or facsimile notice by the Borrower deduction of any kind. All such payments shall be made to the Administrative Agent to make a payment from the funds in the Borrower’s such account maintained at as may be specified by the Administrative Agent shall constitute the making of such payment to the extent of Borrower in writing for such funds held in such accountpurpose from time to time, except that payments pursuant to Sections 2.14, 8.03, 8.05 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and any other Person to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rateappropriate recipient promptly following receipt thereof. Whenever any payment of principal of, or interest on on, the Base Rate Loans or the Daily Simple SOFR Loans or of fees or other amounts (except as provided in the immediately succeeding sentence) shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term SOFR Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. All payments hereunder shall be made in dollars. (b) Unless the Borrower notifies the Administrative Agent shall have received notice from the Borrower prior to before the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon on such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower such payment shall not have been so made such paymentby the Borrower, each Bank Lender shall repay to the Administrative Agent forthwith on demand such the amount so distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rategreater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (c) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender [[5952619]] pursuant to Sections 2.05(c), 2.13(b), 8.05(e) and 9.03(d), in each case in such order as shall be determined by the Administrative Agent in its discretion.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans or L/C Obligations and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Party its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateParties. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term Benchmark Loans or Competitive Loans shall be due on a day which is not a Eurodollar Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Domestic Business Day unless such Eurodollar Domestic Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (ba) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Bank Parties hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent maymay (but shall have no obligation to), in reliance upon such assumption, cause to be distributed to each Bank Party on such due date an amount equal to the amount then due such BankBank Party. If and to the extent that the Borrower shall not have so made such payment, each Bank Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Party together with interest thereon, for each day from the date such amount is distributed to such Bank Party until the date such Bank Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) All payments made on the Loans shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including reasonable attorneys’ fees) arising under the terms hereof, of which, if no Event of Default shall have occurred and be continuing, the Borrower has received notice pursuant to the terms hereof, (b) second, against the amount of interest accrued and unpaid on the Loans as of the date of such payment, (c) third, against all principal due and owing on the Loans as of the date of such payment, and (d) fourth, to all other amounts constituting any portion of the Obligations. (d) If any Bank is a Defaulting Lender, then the Administrative Agent may (or at the request of the Borrower, shall), in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent to satisfy such Bank’s obligations to it hereunder until such Bank is not a Defaulting Lender, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank hereunder, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

General Provisions as to Payments. (a) a The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 3:00 p.m. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to Banks on the extent that same day as received by the Administrative Agent shall receive any such payment for if received by the account of the Banks on or before 11:00 a.m. Administrative Agent by 3:00 p.m. (New York City time) ), or, if received by the Administrative Agent after 3:00 p.m. (New York City time), on any the immediately following Domestic Business Day (Day. If the Administrative Agent shall fail to distribute to a Bank its ratable share of a payment on the same day it is received or Eurodollar the immediately following Domestic Business Day, as applicable), and applicable in accordance with the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such dayimmediately preceding sentence, the Administrative Agent shall distribute such amount pay to such Bank together with the interest thereon, for each day from the date accrued on such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, payment at the Federal Funds Rate, commencing on the day the Administrative Agent should have made the payment to such Bank and ending on the day prior to the date payment is actually made. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) b Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c All payments made on the Notes shall be credited, to the extent of the amount thereof, in the following manner: (a) first, against all costs, expenses and other fees (including reasonable attorneys' fees) arising under the terms hereof, of which, if no Event of Default shall have occurred and be continuing, the Borrower has received notice pursuant to the terms hereof, (b) second, against the amount of interest accrued and unpaid on the Notes as of the date of such payment, (c) third, against all principal due and owing on the Notes as of the date of such payment, and (d) fourth, to all other amounts constituting any portion of the Obligations.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans or L/C Obligations and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account‎Section 9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Party its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateParties. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Bank Parties hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Party on such due date an amount equal to the amount then due such BankBank Party. If and to the extent that the Borrower shall not have so made such payment, each Bank Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Party together with interest thereon, for each day from the date such amount is distributed to such Bank Party until the date such Bank Party repays such amount to the Administrative Agent, at the Federal Funds Rate.. (NY) 27011/233/CA/JPM.CA.doc

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

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

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) 1:00 P.M. on the date when due, of Federal without offset, in federal funds or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank (and, following the occurrence and during the continuance of an Event of Default, for application by such Bank against amounts owing to such Bank by the Borrower in such order as such Bank shall elect) its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and ; provided, that, should the Agent actually receive any relevant payment from the Borrower prior to 1:00 P.M. on the extent that date when due, the Administrative Agent shall receive any such payment for initiate the account of the Banks on distribution process (by wire or before 11:00 a.m. (New York City timeotherwise) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for of each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at 's ratable portion of any payment received by the Federal Funds Rate. Agent prior to 5:00 P.M. (b) Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees Money Market Loans shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, of or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being "Taxes"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to such Bank additional amounts as may be necessary in order that the amount received by such Bank after the required withholding or other payment shall equal the amount such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes shall be payable in respect to any Loan or fee relating thereto, the Borrower shall furnish to any Bank, at such Bank's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the date Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate such Bank for, and indemnify it with respect to, the tax consequences of the Borrower's failure to provide evidence of tax payments or tax exemption. Each Bank agrees, as soon as practicable after receipt by it of a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided, that, if it is unable, for any payment reason, to establish such exemption, or to file such forms and, in any event, during such period of principal time as such request for exemption is extended pending, the Borrower shall nonetheless remain obligated under the terms of the immediately preceding paragraph. In the event any Bank receives a refund of any Taxes paid by operation the Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the amount of law or otherwisesuch refund promptly upon receipt thereof; provided, interest thereon however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in this Section 2.12(c) shall be payable for applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such extended time. provisions (bi) Unless shall be made based upon the Administrative Agent circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall have received notice from survive the Borrower prior to termination of this Agreement and the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to or cancellation of the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds RateNotes.

General Provisions as to Payments. (a) (i) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans denominated in dollars and of fees hereunder, without deduction, set-off off, defense, recoupment or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City timeEastern time (standard or daylight, as applicable)) on the date when due, of Federal in federal or other funds immediately available in New York, New York, to the Administrative Agent at its address referred to the applicable Agent’s Account and, (ii) the Borrowers shall make each payment of principal of, and interest on, the Loans denominated in Section 9.1euros, it being understood that written without deduction, set-off, defense, recoupment or facsimile notice by counterclaim, not later than 12:00 Noon (Eastern time (standard or daylight, as applicable)) on the Borrower date when due, in funds immediately available to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountapplicable Agent’s Account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If Banks in the same type and to the extent that the Administrative Agent shall receive any such payment for the account currency of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Ratefunds. Whenever any payment of principal of, or interest on on, the Base Rate ABR Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day, unless such Domestic Business Day occurs after the Maturity Date, in which case the date for payment then shall be the immediately preceding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Eurocurrency Loans shall be due on a day which is not a Eurodollar Eurocurrency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Eurocurrency Business Day unless such Eurodollar Eurocurrency Business Day falls in another calendar month, or occurs after the Maturity Date, in which case the date for payment thereof shall be the immediately preceding Eurodollar Eurocurrency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the a Borrower prior to the date on which any payment is due from such Borrower to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at (i) the Federal Funds RateRate in the case of Loans denominated in dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in euros. (c) To the extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Banks in accordance with the terms of this Section 2.12, the Administrative Agent shall be entitled to convert or exchange such funds into dollars or into euros or from dollars to euros or from euros to dollars, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.12; provided that each Borrower and each of the Banks hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Bank as a result of any conversion or exchange of currencies affected pursuant to this Section 2.12(c) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided, further that such Borrower agrees to indemnify the Administrative Agent and each Bank, and hold the Administrative Agent and each Bank harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Bank for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.12(c).

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City Eastern time) on the date when due, of Federal funds in immediately available in New York, New Yorkfunds, to the Administrative Agent at its address referred to in Section 9.19.01 and without reduction by reason of any set-off, it being understood that written counterclaim or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making deduction of such payment to the extent of such funds held in such accountany kind. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender in like funds its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar SOFR Loans shall be due on a day which is not a Eurodollar U.S. Government Securities Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar U.S. Government Securities Business Day unless such Eurodollar U.S. Government Securities Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar U.S. Government Securities Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

General Provisions as to Payments. (a) The All payments to be made by Borrower under this Agreement shall make each payment be made to Agent for value on the due date and in immediately available funds to the account of Agent at 0000 X. XX Xxxxxx Boulevard, Mail Code NC0680, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000, or to the account of Agent as Agent may from time to time designate. All payments of interest and principal, whether voluntary or involuntary, from whatever source, including payments by reason of liquidation or collateral, setoff, bankruptcy proceedings or otherwise, and whether received by Agent or any of the principal of and interest on Banks, shall be shared between the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share Banks in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. their respective Pro Rata Shares. (New York City timeb) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate on, Prime Loans or Swingline Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar LIBOR Loans shall be due on a day which is not a Eurodollar Eurocurrency Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Eurocurrency Business Day unless such Eurodollar Day, except that if the next succeeding Eurocurrency Business Day falls in another within a different calendar month, in which case the date for such payment thereof shall be made on the immediately next preceding Eurodollar Eurocurrency Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon thereon, at the then applicable rate, shall be payable for such extended time. (bc) Unless the Administrative Agent All payments to be made by Borrower under this Agreement shall have received notice from the be made without setoff or counterclaim and without deduction for or on account of any present or future taxes or other charges unless Borrower is compelled by law to make payment subject to such tax or other charge. All such taxes or other charges shall be paid by Borrower for its own account prior to the date on which any payment is due to penalties attach thereto. Borrower will indemnify Agent and each of the Banks hereunder that the Borrower will not make in respect of all such taxes and other charges. Should any such payment in fullbe subject to any tax or other charge, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative above provisions either cannot be effected or do not result in Agent may, or the Banks actually receiving and remaining beneficially entitled to and in reliance upon such assumption, cause to be distributed to each Bank on such due date possession of an amount equal to the full amount then due provided for hereunder, Borrower shall pay to Agent, for itself or for the benefit of the Banks, as the case may be, such Bank. If additional amounts as may be necessary to ensure that Agent and each of the Banks receive and remain in possession of and beneficially entitled to (free from any liability in respect of any deduction, withholding or payment other than in respect of any tax on the overall net income of Agent or the Banks) a net amount equal to the extent that the full amount which it would have received and retained had payment not been subject to such tax or other charge. Borrower shall not have so made send to Agent or the Banks such payment, each Bank certificates or certified copy receipts as Agent or Banks shall repay to reasonably require as proof of the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from payment by Borrower of any taxes or other charges payable by Borrower as a result of the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rateprovisions of this Section 2.9(c).

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans Advances and fees hereunderof all fees, expenses and other amounts payable hereunder without set-off setoff or counterclaim, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice 8.02. Payments ---- received by the Borrower to the Administrative Agent on such date but after such time shall be deemed to make a payment from have been received on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountnext Domestic Business Day. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans Advances or of Adjusted CD Rate Advances or other fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Loans Rate Advances shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

General Provisions as to Payments. (a) The Borrower Company shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off off, counterclaim or counterclaimother deduction, by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower Company prior to the date on which any payment is due to the Banks hereunder that the Borrower Company will not make such payment in full, the Administrative Agent may assume that the Borrower Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower Company shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) If any Bank shall fail to make any payment required to be made by it pursuant to Section 2.03(b), 2.12(b) or 7.06 within three Domestic Business Days, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent to satisfy such Bank’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account for application to any future funding obligations of such Bank under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, free and clear of and without set-off condition or deduction for any counterclaim, by initiating a wire transfer defense, recoupment or setoff, not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred specified in or pursuant to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Lender its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateLenders. Whenever any payment of principal of, or interest on on, the Base Rate Loans or any payment of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term SOFR Loans shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Borrower notifies the Administrative Agent shall have received notice from the Borrower at least one day prior to the date on which any payment is due to the Banks Administrative Agent for the account of the Lenders or otherwise hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made or will make such payment in full to the Administrative Agent on such date and the Administrative Agent may, but shall be in no way obliged to, in reliance upon on such assumption, cause to be distributed to each Bank Lender on such due date an amount equal to the amount then due such BankLender. If and to the extent that the Borrower shall not have so made such payment, each Bank shall of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Lender in immediately available funds and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon, for each day from the date such amount is distributed to such Bank Lender until the date such Bank Lender repays such amount to the Administrative Agent, at the Federal Funds Effective Rate. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off off, counterclaim or counterclaimother deduction (subject to Section 8.04), by initiating a wire transfer not later than 12:00 Noon (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred specified in or pursuant to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Domestic Loans or any payment of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans shall be due on a day which is not a Eurodollar Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euro-Dollar Business Day unless such Eurodollar Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Borrower notifies the Administrative Agent shall have received notice from the Borrower prior to before the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon on such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

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

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans Loan and all fees hereunder, without set-off or counterclaim, payable by initiating a wire transfer Borrowers hereunder not later than 12:00 Noon 1:00 p.m. (New York City Boston, Massachusetts time) on the date when due, of in Federal or other funds immediately available in New YorkBoston, New YorkMassachusetts, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountset forth on Schedule 1 hereto. The Administrative Agent will promptly (and in any event within one if such payment is received by Administrative Agent by 11:00 a.m. (1) Boston, Massachusetts time), and otherwise if reasonably possible, on the same Domestic Business Day after receipt thereofDay) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, Commitment Percentage of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, that portion of the Loan subject to an Adjusted Base Rate Loans Tranche or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business DayDay (subject to the definition of Interest Period). Whenever any payment of principal of, or interest on, that portion of the Loan subject to a Eurodollar Loans Tranche shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case (subject to the date for payment thereof shall be the immediately preceding Eurodollar Business Daydefinition of Interest Period). If the date for any payment of principal is extended by operation of law Law or otherwise, interest thereon shall be payable for such extended time. Each Borrower hereby authorizes Administrative Agent to charge from time to time against such Borrower's account or accounts with Administrative Agent any amount then due by Borrowers. (b) Unless Prior to the occurrence of an Event of Default, all principal payments received by Banks with respect to the Loan shall be applied first to Eurodollar Tranches outstanding under the Loan with Interest Periods ending on the date of such payment, then to the Adjusted Base Rate Tranches outstanding under the Loan, and then to Eurodollar Tranches outstanding under the Loan next maturing until such principal payment is fully applied, with such adjustments in such order of payment as Administrative Agent shall have specify in order that each Bank receives its ratable share of each such payment. (c) After the occurrence of an Event of Default, all amounts collected or received notice by Administrative Agent or any Bank from any Credit Party or in respect of any of the Borrower prior assets of any Credit Party shall be applied first to the date on which any payment is due of all proper costs incurred by Administrative Agent in connection with the collection thereof (including reasonable expenses and disbursements of counsel to Administrative Agent), second to the payment of all proper costs incurred by Banks hereunder that in connection with the Borrower will not make such payment in fullcollection thereof (including reasonable expenses and disbursements of counsel to Banks), the Administrative Agent may assume that the Borrower has made such payment in full third to the Administrative Agent on such date reimbursement of any advances made by Banks to effect performance of any unperformed covenants of any Credit Party under any of the Loan Papers, fourth to the payment of any unpaid fees required pursuant to Section 3.15, fifth to the payment of any unpaid fees required pursuant to Sections 3.1(b), 3.13 and the Administrative Agent may3.14, in reliance upon such assumption, cause to be distributed sixth to each Bank on such due date an amount equal in accordance with its Commitment Percentage for application to the amount portion of the outstanding balance of the Loan held by such Bank (with any such payment being applied first to accrued but unpaid interest and then due such Bankto principal). If and Notwithstanding the foregoing, BankBoston may apply any payment received by it pursuant to the extent that "sixth" clause of this Section 4.2(c) to satisfy any unsatisfied reimbursement obligation of Borrowers with respect to Supplemental Letters of Credit or to establish reserves required by Section 3.1(b) with respect to Supplemental Letters of Credit (and any reserves so established shall be held for the Borrower shall not sole and exclusive benefit of BankBoston for satisfaction of Supplemental Letter of Credit Exposure until all Supplemental Letters of Credit have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together been canceled or expired in accordance with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Ratetheir terms and all Supplemental Letter of Credit Exposure has been satisfied).

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of the principal of of, and interest on on, the Loans and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer hereunder (i) not later than 12:00 Noon (New York City Chicago, Illinois time) on the date when due, of in Federal or other funds immediately available in New YorkChicago, New YorkIllinois, to the Administrative Agent at its address referred to in Section 9.111.1, it being understood that written or facsimile notice by the Borrower or, if such payment is to be made in Canadian Dollars, no later than 12:00 Noon (Toronto, Ontario, time) to such office as the Administrative Agent has previously specified in a notice to make a payment from the funds Borrowers for the benefit of the Bank or Banks entitled thereto and (ii) without any right to set–off, deduction or counterclaim by any Borrower. All payments made hereunder shall be made (i) in the Borrower’s account maintained case of Obligations denominated in U.S. Dollars, in U.S. Dollars in immediately available funds at the Administrative Agent shall constitute place of payment, or (ii) in the making case of such payment to Obligations denominated in Canadian Dollars, in Canadian Dollars in immediately available funds at the extent place of such funds held in such accountpayment. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on on, the Base Rate Loans or the Canadian Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euro-Dollar Loans or Euro-Canadian Dollar Loans, as the case may be, shall be due on a day which is not a Eurodollar Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the any Borrower prior to the date on which any payment is due to the Banks hereunder that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the such Borrower shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds RateRate in the case of U.S. Dollar Loans or the CDOR Rate in the case of Canadian Dollar Loans.

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

General Provisions as to Payments. (a) The Borrower shall make each payment of the principal of of, and interest on on, the Loans or L/C Obligations and of fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due, of in Federal or other funds immediately available in New York, New YorkYork City, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account9.01. The Administrative Agent will promptly (and in any event within one (1) Business Day after receipt thereof) distribute to each Bank Party its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. (New York City time) on any Business Day (or Eurodollar Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds RateParties. Whenever any payment of principal of, or interest on on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Term Benchmark Loans or Competitive Loans shall be due on a day which is not a Eurodollar Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Domestic Business Day unless such Eurodollar Domestic Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks Bank Parties hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent maymay (but shall have no obligation to), in reliance upon such assumption, cause to be distributed to each Bank Party on such due date an amount equal to the amount then due such BankBank Party. If and to the extent that the Borrower shall not have so made such payment, each Bank Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank Party together with interest thereon, for each day from the date such amount is distributed to such Bank Party until the date such Bank Party repays such amount to the Administrative Agent, at the Federal Funds Rate.

General Provisions as to Payments. (a) The Borrower or Qualified Borrower, as the case may be, shall make each payment of the principal of and interest on the Loans and fees hereunder, without set-off or counterclaim, by initiating a wire transfer not later than 12:00 Noon 1:00 P.M. (New York City timelocal time to the principal financial center) on the date when due, of Federal funds immediately available in New York, New Yorkthe principal financial center, to the Administrative Agent at its address referred to in Section 9.1, it being understood that written or facsimile notice by and the Borrower shall deliver a reference number evidencing such wire to the Administrative Agent to make a payment from as soon as possible thereafter on the funds in the Borrower’s account maintained at the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountdate when due. The Administrative Agent will promptly (and in any event within one (1) Euribor Business Day after receipt thereof) distribute to each Bank its ratable share in accordance with the amount of such Bank’s relevant outstanding Loans, of each such payment received by the Administrative Agent for the account of the Banks. If and to the extent that the Administrative Agent shall receive any such payment for the account of the Banks on or before 11:00 a.m. A.M. (New York City timelocal time to the principal financial center) on any Business Day (or Eurodollar Euribor Business Day, as applicable), and the Administrative Agent shall not have distributed to any Bank its applicable share of such payment on such day, the Administrative Agent shall distribute such amount to such Bank together with interest thereon, for each day from the date such amount should have been distributed to such Bank until the date the Administrative Agent distributes such amount to such Bank, at the Federal Funds Rate. Whenever any payment of principal of, or interest on the Base Rate Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. Whenever any payment of principal of, or interest on, the Eurodollar Euribor Loans shall be due on a day which is not a Eurodollar Euribor Business Day, the date for payment thereof shall be extended to the next succeeding Eurodollar Euribor Business Day unless such Eurodollar Euribor Business Day falls in another calendar month, in which case the date for payment thereof shall be the immediately next preceding Eurodollar Euribor Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower or Qualified Borrower, as the case may be, will not make such payment in full, the Administrative Agent may assume that the Borrower or Qualified Borrower, as the case may be, has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower or Qualified Borrower, as the case may be, shall not have so made such payment, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) If any Bank shall fail to make any payment required to be made by it pursuant to Section 2.5, 2.13 or 9.3, then the Administrative Agent, notwithstanding any contrary provision hereof, shall (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent to satisfy such Bank’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its reasonable discretion.

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