Common use of General Provisions as to Payments Clause in Contracts

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 1:00 P.M. (New York Eastern time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made 9.01 and without reduction by reason of any set-off off, counterclaim or counterclaimdeduction of any kind. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank Lender in like funds its ratable share of each such payment received by the Administrative Agent for the account of the BanksLenders. 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 Euro-Dollar 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 unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxxxxx Xxxxx, and, as stated in Section 2.10(c2.11(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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 Effective Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York Boston time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in Boston, to the Administrative Operations Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c)9.01. Each Borrower hereby authorizes the Operations Agent to debit its applicable account with State Street on the date when payment of amounts hereunder is due by that Borrower, will be made without set-off or counterclaimand in the amounts of such payments. Except as otherwise provided in Section 8.16, the Administrative The Operations Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Operations Agent for the account of the Banks. All payments of principal of, and interest accrued on, Swing Line Advances shall be distributed solely to State Street for its own account. Whenever any payment of principal of, or interest on, the Loans or of fees or any other amount due 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 DayDay and interest and fees shall accrue during such extension. 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 Operations Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Operations Agent may assume that such Borrower has made such payment in full to the Administrative Operations Agent on such date and the Administrative Operations Agent may (but it shall not be required to), 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 a Borrower shall not have so made such payment, each Bank shall repay to the Administrative Operations 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 Operations Agent, at the Federal Funds Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by the United States or any political subdivision thereof or taxing or other authority therein unless such Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon any of the Borrowers with respect to any amount payable by it hereunder or under any of the other Loan Documents, such Borrower will pay to the Operations Agent, for the account of the Banks or (as the case may be) the Operations Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in United States dollars as shall be necessary to enable the Banks or the Operations Agent to receive the same net amount which the Banks or the Operations Agent would have received on such due date had no such obligation been imposed upon the Borrower. Each Borrower will deliver promptly to the Operations Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Borrower hereunder or under such other Loan Document.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on the Loans on, Letter of Credit Liabilities and of fees and all other amounts due payable hereunder shall be made not later than 2:00 p.m. 1:00 P.M. (New York Eastern time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made 9.01(a) and without reduction by reason of any set-off off, counterclaim or counterclaimdeduction of any kind. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank in like funds its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Loans Letter of Credit Liabilities 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. 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans LC Reimbursement Obligations, and of fees and all hereunder (other amounts due hereunder shall be made than fees payable directly to the LC Issuing Bank), not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made 9.01 and without reduction by reason of set-off or counterclaim. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank Lender its ratable share (if any) of each such payment received by the Administrative Agent for the account of the BanksLenders. Whenever any payment of principal of, LC Reimbursement Obligations or interest on, the 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. 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 a the Borrower prior to the date on which any payment is due to the Banks any Lenders hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of commissions and fees and all other amounts due hereunder shall be made hereunder, without condition or deduction for any counterclaim, defense, recoupment or setoff~ not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in or pursuant to Section 2.10(c), will be made without set-off or counterclaim9.01. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of commissions or 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 Euro-Dollar 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 unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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 and including the date such amount is distributed to such Bank until to but excluding the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrowers shall unconditionally make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. (than, 12:00 noon, New York City time) , on the date when due, in United States dollars and immediately available funds in Federal Dollars in New York City, without set-off or other funds immediately availablecounterclaim, to the Administrative Agent at JPM Loan & Agency Servicesthe Administrative Agent’s Office, 000 Xxxxxxx Xxxxxxxxxx Xx.except for payments, Ops 0if any, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will to be made without set-off directly to the applicable Bank or counterclaimthe applicable Fronting L/C Issuer as expressly provided herein. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly shall distribute to each Bank its ratable share of each any such payment payments received by the Administrative Agent it for the account of any other Person to the Banksappropriate recipient promptly following receipt thereof. Whenever any payment of principal of, or interest on, the 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. 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) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unreimbursed Amounts, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and Unreimbursed Amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unreimbursed Amounts then due to such parties. (c) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due from such Borrower to one or more of the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 BankBank from such Borrower. If and to the extent that a 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 Effective Rate. (cd) Each Borrower agrees that payments If any Bank shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.18(c) or 7.08, 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 Borrower hereunder Bank to satisfy such Bank’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control 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 other Loan Documents shall be made without setoff or counterclaimAdministrative Agent in its discretion.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 1:00 p.m. (New York City time) on the date when due, in United States dollars and in Federal immediately available funds, without set-off, deduction, recoupment or other funds immediately availablecounterclaim, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01. Except as otherwise provided in Section 8.16, the Administrative The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. 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. If 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 is extended by operation of law of, or otherwiseinterest on, interest thereon the Euro-DollarTerm SOFR Loans shall be payable 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 extended timeBusiness Day falls in another calendar month or occurs after the Termination Date, in which case the date for payment thereof shall be the next preceding Business Day. (b) Unless the Administrative Agent shall have received notice from a 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 such Borrower will not make any of the following applies (such payment in full, referred to as the Administrative Agent may assume that such “Rescindable Amount”): (1) the Borrower has made such payment not in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 a 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 Rate. (c) Each Borrower agrees that payments Rate and a rate determined by such Borrower hereunder and under any the Agent in accordance with banking industry rules on interbank compensation. A notice of the other Loan Documents Agent to any Bank or the Borrower with respect to any amount owing under this subsection (b) shall be made without setoff or counterclaimconclusive, absent manifest error.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 1:00 p.m. (New York Chicago time) on the date when due, in United States dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx Xxxxxx, XX 0000010th Floor, Houston, TX 77002-00006925, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaimXxxxxxx Xxxxxxx. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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 Effective Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment or prepayment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and Dollars in Federal or other funds immediately availableavailable in New York City, without deduction, set-off or counterclaim, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received account number 1366212250600 maintained by the Administrative Agent for with Bank of America at its address referred to in Section 9.1 (or to such other account as the account Administrative Agent shall advise the Borrower in writing). If the due date of the Banks. Whenever any payment of principal of, or interest on, the Loans or of fees shall be due prepayment under this Agreement would otherwise fall on a day which that is not a Domestic Business Day, the such 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, 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 a the Borrower prior to the date on which any payment or prepayment is due to the Banks hereunder that such the Borrower will not make such payment or prepayment in full, the Administrative Agent may assume that such the Borrower has made such payment or prepayment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a the Borrower shall not have so made such paymentpayment or prepayment, 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) Each The Borrower agrees that payments shall, at the time of making each payment or prepayment 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 such the Borrower hereunder to which such payment or prepayment 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 or prepayment 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 or prepayment received by the Administrative Agent under this Agreement or any Note for account of the other Loan Documents any Bank shall be made without setoff 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 counterclaimother obligation in respect of which such payment or prepayment is made.

General Provisions as to Payments. (a) Payment of principal of and interest on Except as otherwise expressly provided herein, all payments to be made by any Borrower hereunder or under the Loans and of fees and all other amounts due hereunder Notes in Dollars shall be made not later than 2:00 p.m. 1:00 P.M. (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01. Except as otherwise provided in Section 8.16, the Administrative The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. (b) All payments to be made by any Borrower hereunder in an Alternative Currency pursuant to Section 2.17(l) shall be made in such Alternative Currency in such funds as may then be customary for the settlement of international transactions in such Alternative Currency for the account of the Issuing Bank pursuant to Section 2.17(l) at such time and at such place as shall have been notified by the Issuing Bank to such Borrower and the applicable Banks by not less than four Euro-Currency Business Days' notice. The Agent will promptly cause any such payments for the account of any Bank to be distributed to the Bank entitled thereto in like funds. (c) Whenever any payment of principal of, or interest on, the Domestic Loans or any Money Market Absolute 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. 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 the Administrative Agent shall have received notice from a the relevant Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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 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. (ce) Each Borrower agrees that All payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaimcounterclaim and shall be made in Dollars except as expressly provided in Section 2.17(l).

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans and of fees hereunder and all other amounts due hereunder shall be made not later than 2:00 (i) in the event that there is only one Bank (which is also the Agent), 3:00 p.m. (New York Boston time), and (ii) in all other events, 12:00 Noon (Boston time), on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to, except as otherwise expressly provided herein, the Agent at its address referred to in Section 9.01. The Agent shall endeavor to send an invoice to such Borrower prior to the Administrative due date for each such payment, provided that the failure so to do shall not relieve such Borrower of its obligation to make each such payment when due. The Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will shall promptly distribute to each Bank its ratable appropriate share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Overnight 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 DayDay and interest shall accrue during such extension. 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that a 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) Each Borrower agrees that All payments by such the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is required by law (as determined in the good faith discretion of the Borrower or its agent) to make such deduction or withholding. Subject to Section 2.09(d), if any Covered Taxes are required to be withheld with respect to any amount payable by the Borrower hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such Covered Taxes been required to be withheld. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. If the Borrower reasonably believes that such Covered Taxes were not correctly or reasonably asserted, the Agent and the Banks, as applicable, will use reasonable efforts to cooperate (at the sole cost and expense of the Borrower) with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower so long as such efforts would not, in the good faith determination of the Agent or any such Bank, result in any material additional costs, expenses or risks or be otherwise disadvantageous to it). Any Bank claiming any amounts payable by the Borrower pursuant to this Section 2.09(c) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such amounts payable by the Borrower that may thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. (d) Notwithstanding anything to the contrary contained in Section 2.09(c), the Borrower will not be required to make any additional payment to or for the account of any Bank with respect to any Covered Taxes under such Section (i) by reason of a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.11, (ii) by reason of such Bank’s failure or inability to furnish under Section 2.11 an original or an extension or renewal of any form required under Section 2.11, unless such Bank is exempt from furnishing such form pursuant to Section 2.11, or (iii) if such Covered Taxes are withholding taxes imposed on amounts payable to such Bank at the time such Bank becomes a party to this Agreement (or designates a new lending office or changes its place of organization or principal office), except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts, from the Borrower with respect to such Covered Taxes pursuant to Section 2.09(c). (e) The Borrower hereby authorizes and irrevocably directs the Agent, at the Agent’s option at any time upon and following the due date for payment by the Borrower of any amounts under the Loan Documents, and without any further notice to or consent of the Borrower, to debit any account(s) of the Borrower with the Agent (in any capacity) and apply amounts so debited toward the payment of any such amounts due and owing under the Loan Documents. Notwithstanding such authorization and direction, the Borrower hereby further acknowledges and agrees that (i) the Agent shall have no obligation to so debit any such account(s) and shall have no liability whatsoever to the Borrower for any failure to do so, and (ii) the Borrower shall fully retain the obligation under the Loan Documents to make all payments owing by the Borrower thereunder when due.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans and of fees hereunder and all other amounts due hereunder shall be made not later than 2:00 (i) in the event that there is only one Bank (which is also the Agent), 3:00 p.m. (New York Boston time), and (ii) in all other events, 1:00 p.m. (Boston time), on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to to, except as otherwise expressly provided herein, the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01 hereof. Except as otherwise provided in Section 8.16, the Administrative The Agent will shall promptly distribute to each Bank its ratable appropriate share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Overnight 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 DayDay and interest shall accrue during such extension. 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that a 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) Each Borrower agrees that All payments by such the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is required by law (as determined in the good faith discretion of the Borrower or its agent) to make such deduction or withholding. Subject to Section 2.10(d) hereof, if any Covered Taxes are required to be withheld with respect to any amount payable by the Borrower hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such Covered Taxes been required to be withheld. The Borrower will deliver as soon as reasonably practicable to the Agent for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document the original or a certified copy of a receipt evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. If the Borrower reasonably believes that such Covered Taxes were not correctly or reasonably asserted, the Agent and the Banks, as applicable, will use reasonable efforts to cooperate (at the sole cost and expense of the Borrower) with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower) so long as such efforts would not, in the good faith determination of the Agent or any such Bank, result in any material additional costs, expenses or risks. If the Bank determines, in its reasonable discretion, that it has received a refund (or credit in lieu of a refund) of any Taxes with respect to which the Borrower has paid additional amounts pursuant to this Section 2.10(c), it shall pay over such refund (or credit in lieu of a refund) to the Borrower (but only to the extent of additional amounts paid by the Borrower under this Section 2.10(c)), net of all out-of-pocket expenses of the Bank and without interest (other than any interest paid by the relevant governmental authority with respect to such refund). Any Bank claiming any amounts payable by the Borrower pursuant to this Section 2.10(c) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such amounts payable by the Borrower that may thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. (d) Notwithstanding anything to the contrary contained in Section 2.10(c) hereof, the Borrower will not be required to make any additional payment to or for the account of any Bank with respect to any Covered Taxes under such Section (i) by reason of a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.12 hereof, (ii) by reason of such Bank’s failure or inability to furnish under Section 2.12 hereof an original or an extension or renewal of any form required under Section 2.12 hereof, unless such Bank is exempt from furnishing such form pursuant to Section 2.12 hereof, or (iii) if such Covered Taxes are withholding taxes imposed pursuant to a law in effect at the time such Bank becomes a party to this Agreement (or designates a new lending office or changes its place of organization or principal office), except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts, from the Borrower with respect to such Covered Taxes pursuant to Section 2.10(c) hereof.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of , and interest on on, the Loans and of fees and all other amounts due hereunder shall be made not hereunder, no later than 2:00 1:00 p.m. (New York Chicago time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in Chicago, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.8. Except as otherwise provided in Section 8.16, the Administrative The Agent will promptly distribute to each Bank Lender its ratable share of each such payment received by the Administrative Agent for the account of the BanksLenders. Whenever any payment of principal of, or interest on, the Reference 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 LIBOR Rate Loans shall be due on a day which is not a LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 written notice from a the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0NCC5/Floor 1, 0xx XxxxxNewark, Xxxxxx, XX 00000DE 19713-00002107, Attention: Xxxxxx XxxxxXxxxxxx Xxxxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower Xxxxxxxx has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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 greater of the Federal Funds Effective Date or the Overnight Bank Funding Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 500 Xxxxxxx Xxxxxxxxxx XxRd., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment required to be made by it hereunder (whether of principal of and principal, interest on the Loans and Loans, fees or amounts payable under Sections 2.13, 2.15, 8.3 or 9.3, or otherwise) without set-off, counterclaim or deduction of fees and all other amounts due hereunder shall be made any kind (in each case, unless required by law or otherwise by this Agreement), not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its New York address referred to in Section 2.10(c)9.1, will except that payments pursuant to Sections 2.13, 2.15, 8.3 or 9.3 shall be made without set-off or counterclaimdirectly to the Persons entitled thereto. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. 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 Euro-Currency 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 unless such Euro-Currency Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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 a rate per annum equal to the daily average Federal Funds Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and Dollars in Federal or other funds immediately availableavailable in New York City, without deduction, set-off or counterclaim, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received account number 36852248 maintained by the Administrative Agent for with Citibank at itx xxxxxxs referred to in Section 9.1 (or to such other account as the account Administrative Agent shall advise the Borrower in writing). If the due date of the Banks. Whenever any payment of principal of, or interest on, the Loans or of fees shall be due under this Agreement would otherwise fall on a day which that is not a Domestic Business Day, the such 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, 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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) Each The Borrower agrees that payments 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 such 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 the other Loan Documents any Bank shall be made without setoff 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 counterclaimother obligation in respect of which such payment is made.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York Boston time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in Boston, to the Administrative Operations Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c)9.01. The Borrower hereby authorizes the Operations Agent to debit its applicable account with State Street on the date when payment of amounts hereunder is due from the Borrower, will be made without set-off or counterclaimand in the amounts of such payments. Except as otherwise provided Subject to the prepayment provisions set froth in Section 8.162.12(a) hereof, the Administrative Operations Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Operations Agent for the account of the Banks. Whenever Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever any payment of principal of, or interest on, the Loans or of fees or any other amount due 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 DayDay and interest and fees shall accrue during such extension. 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 Operations Agent shall have received notice from a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Operations Agent may assume that such the Borrower has made such payment in full to the Administrative Operations Agent on such date and the Administrative Operations Agent may (but it shall not be required to), 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 a the Borrower shall not have so made such payment, each Bank shall repay to the Administrative Operations 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 Operations Agent, at the Federal Funds Rate. (c) Each The Borrower agrees that payments by such the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by the United States or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Operations Agent, for the account of the Banks or (as the case may be) the Operations Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in United States dollars as shall be necessary to enable the Banks or the Operations Agent to receive the same net amount which the Banks or the Operations Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Operations Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document.

General Provisions as to Payments. (a) Payment The Company shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable funds, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim8.01. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower the Company prior to the date on which any payment is due from the Company to the Banks hereunder that such Borrower the Company will not make such payment in full, the Administrative Agent may assume that such Borrower the Company has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a Borrower the 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) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Bridge Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 1:30 P.M. (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim8.01. Except as otherwise provided in Section 8.16, the Administrative The Agent will promptly distribute to each Bridge Bank its ratable share of each such payment received by the Administrative Agent for the account of the Bridge Banks. Whenever any payment of principal of, or interest on, the Bridge 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. 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 a the Borrower prior to the date on which any payment is due to the Bridge Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)may, in reliance upon such assumption, cause to be distributed to each Bridge Bank on such due date an amount equal to the amount then due such Bridge Bank. If and to the extent that a the Borrower shall not have so made such payment, each Bridge Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bridge Bank together with interest thereon, for each day from the date such amount is distributed to such Bridge Bank until the date such Bridge Bank repays such amount to the Administrative Agent, at the Federal Funds Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrowers shall make each payment of principal of of; and interest on on, the Loans and of fees and all other amounts due hereunder shall be made (i) not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made 11.1 and (ii) without any right to set-off deduction or counterclaimcounterclaim by any Borrower. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. 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 Euro-Dollar Loans or Swing 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 unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a any Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 0000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xx.Xxxx, Ops 0Floor 2, 0xx XxxxxNewark, Xxxxxx, XX 00000-0000DE 19713, Attention: Xxxxxx XxxxxXxxxxx and Xxxxx Xxxxxx, Attention: Xxxxxxx Xxxxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower Xxxxxxxx has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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 greater of the Federal Funds Effective Date or the Overnight Bank Funding Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 1:00 P.M. (New York Eastern time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made 9.01 and without reduction by reason of any set-off off, counterclaim or counterclaimdeduction of any kind. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank in like funds its ratable share of each such payment received by the Administrative Agent for the account of the Banks. 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 Euro-Dollar 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 unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment Except as otherwise specifically provided herein, the Borrower shall make each payment of principal of of, and interest on on, the Loans and LC Reimbursement Obligations and each payment of fees and all hereunder (other amounts due hereunder shall be made than fees payable directly to the LC Issuing Banks) not later than 2:00 p.m. 1:00 P.M. (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address specified in or pursuant to Section 2.10(c), will 10.01. Any payments under this Agreement which are made later than 1:00 P.M. (New York City time) shall be deemed to have been made without set-off or counterclaimon the next succeeding Business Day. Except as otherwise provided in Section 8.16, the Administrative The Agent will promptly distribute to each Bank Lender its ratable share of each such payment received by the Administrative Agent for the account of the BanksLenders. Whenever any payment of principal of, or interest on, the Loans or LC Reimbursement Obligations 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, in the case of payments in respect of Euro-Dollar Loans, such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 Borrower notifies the Agent shall have received notice from a Borrower prior to before the date on which any payment is due to the Banks Lenders hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date date, and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans and of fees hereunder and all other amounts due hereunder shall be made not later than 2:00 (i) in the event that there is only one Bank (which is also the Agent), 3:00 p.m. (New York Boston time), and (ii) in all other events, 12:00 Noon (Boston time)), on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to to, except as otherwise expressly provided herein, the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01. Except as otherwise provided in Section 8.16, the Administrative The Agent will shall promptly distribute to each Bank its ratable appropriate share of each such payment received by the Administrative Agent for the account of the Banks. 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 DayDay and interest shall accrue during such extension. 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that a 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) Each Borrower agrees that All payments by such the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein except for (i) any tax on, or changes in the rate of tax on, the overall net income of, or franchise taxes payable by, such Bank imposed by the jurisdiction in which such Bank’s principal executive office is located or any political subdivision thereof or taxing or other authority therein, (ii) any branch profits taxes, (iii) any taxes imposed as a result of a present or former connection between such Bank and the jurisdiction imposing such tax or any political subdivision thereof or taxing or other authority therein, other than any such connection arising solely from such Bank having executed, delivered or performed its obligations or received a payment under this Agreement or any other Loan Document, (iv) any taxes on amounts payable to a Bank at the time such Person becomes a party to this Agreement (such non-excluded taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions are hereinafter collectively referred to as “Taxes”) unless the Borrower is compelled by law to make such deduction or withholding. If any obligation to deduct or withhold Taxes is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all Taxes deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. (d) Notwithstanding anything to the contrary contained in clause (c) of this Section 2.09, the Borrower will not be required to make any additional payment to or for the account of any Bank under clause (c) by reason of (i) a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.11 or (ii) such Bank’s failure or inability to furnish under Section 2.11 an original or an extension or renewal of any form required under Section 2.11, unless such Bank is exempt from furnishing such form pursuant to Section 2.11.

General Provisions as to Payments. (a) 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 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 until 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, 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 the Prepayment Date, 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 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 Loans and of fees and all other amounts due hereunder shall be made Notes not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent Purchaser at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks9.01. Whenever any payment of principal of, or interest on, on the 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. 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 a Borrower prior Maturity Date or any Prepayment Date, if the 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 such 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 such 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 may Purchaser shall designate, and (but it shall not be required to), 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 and (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 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 RatePurchaser as soon as possible thereafter. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 1:00 P.M. (New York Eastern time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made 9.01 and without reduction by reason of any set-off off, counterclaim or counterclaimdeduction of any kind. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank Lender in like funds its ratable share of each such payment received by the Administrative Agent for the account of the BanksLenders. Whenever any payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which is 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 Euro-Dollar 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 unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans and of fees hereunder and all other amounts due hereunder shall be made not later than 2:00 (i) in the event that there is only one Bank (which is also the Agent), 3:00 p.m. (New York Eastern time), and (ii) in all other events, 12:00 Noon (Eastern time)), on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to to, except as otherwise expressly provided herein, the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01 hereof. Except as otherwise provided in Section 8.16, the Administrative The Agent will shall promptly distribute to each Bank its ratable appropriate share of each such payment received by the Administrative Agent for the account of the Banks. 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 DayDay and interest shall accrue during such extension. 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that a 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) Each Borrower agrees that All payments by such the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is required by law (as determined in the good faith discretion of the Borrower or its agent) to make such deduction or withholding. Subject to Section 2.09(d) hereof, if any Covered Taxes are required to be withheld with respect to any amount payable by the Borrower hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such Covered Taxes been required to be withheld. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. If the Borrower reasonably believes that such Covered Taxes were not correctly or reasonably asserted, the Agent and the Banks, as applicable, will use reasonable efforts to cooperate (at the sole cost and expense of the Borrower) with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower so long as such efforts would not, in the good faith determination of the Agent or any such Bank, result in any material additional costs, expenses or risks or be otherwise disadvantageous to it). Any Bank claiming any amounts payable by the Borrower pursuant to this Section 2.09(c) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such amounts payable by the Borrower that may thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. (d) Notwithstanding anything to the contrary contained in Section 2.09(c) hereof, the Borrower will not be required to make any additional payment to or for the account of any Bank with respect to any Covered Taxes under such Section (i) by reason of a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.11 hereof, (ii) by reason of such Bank’s failure or inability to furnish under Section 2.11 hereof an original or an extension or renewal of any form required under Section 2.11 hereof, unless such Bank is exempt from furnishing such form pursuant to Section 2.11 hereof, or (iii) if such Covered Taxes are withholding taxes imposed on amounts payable to such Bank at the time such Bank becomes a party to this Agreement (or designates a new lending office or changes its place of organization or principal office), except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts, from the Borrower with respect to such Covered Taxes pursuant to Section 2.09(c) hereof. (e) The Borrower hereby authorizes and irrevocably directs the Agent, at the Agent’s option at any time upon and following the due date for payment by the Borrower of any amounts under the Loan Documents, and without any further notice to or consent of the Borrower, to debit any account(s) of the Borrower with the Agent (in any capacity) and apply amounts so debited toward the payment of any such amounts due and owing under the Loan Documents. Notwithstanding such authorization and direction, the Borrower hereby further acknowledges and agrees that (i) the Agent shall have no obligation to so debit any such account(s) and shall have no liability whatsoever to the Borrower for any failure to do so, and (ii) the Borrower shall fully retain the obligation under the Loan Documents to make all payments owing by the Borrower thereunder when due.

General Provisions as to Payments. (a) Payment The Borrowers shall make each payment of principal of of, and interest on on, the Loans and the LC Reimbursement Obligations and each payment of facility fees, commitment fees and all letter of credit fees (other amounts due than fees payable directly to the LC Issuing Banks) hereunder shall be made not later than 2:00 p.m. 1:00 P.M. (New York timeEastern Time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York, New York, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xxits address for payments specified in or pursuant to Section 11., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim 01. Except as otherwise provided in Section 8.16Upon receiving a payment for the account of the Lenders, the Administrative Agent will promptly distribute to each Bank such Lender its ratable share of each such payment received by the Administrative Agent for the account of the Bankspayment. Whenever any payment of principal of, or interest on, the Loans or LC Reimbursement Obligations or any payment of commitment fees or letter of credit 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. 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 a Borrower prior to the Borrowers before the date on which any payment is due to any of the Banks Lenders hereunder that such Borrower the Borrowers will not make such payment in full, the Administrative Agent may assume that such Borrower has the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)and, in reliance upon such assumption, the Administrative Agent may (but shall not be obligated to) 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 a Borrower the Borrowers shall not have so made such payment, each Bank such Lender shall repay to the Administrative Agent forthwith on demand any 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim5.03. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks to be applied ratably to the Tranche A Loans, the Tranche B Loans and Tranche C Loans of the Banks. 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 Euro-Dollar 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 unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 1:00 p.m. (New York Chicago time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in Chicago, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim8.1. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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 Effective Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans and of fees hereunder and all other amounts due hereunder shall be made not later than 2:00 (i) in the event that there is only one Bank (which is also the Agent), 3:00 p.m. (New York Boston time), and (ii) in all other events, 12:00 Noon (Boston time)), on the date when due, in United States dollars and in Federal or other funds immediately available, to to, except as otherwise expressly provided herein, the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01. Except as otherwise provided in Section 8.16, the Administrative The Agent will shall promptly distribute to each Bank its ratable appropriate share of each such payment received by the Administrative Agent for the account of the Banks. 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 DayDay and interest shall accrue during such extension. 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 the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars, except that all payments of principal of, and interest on, each Alternate Currency Loan shall be made in the applicable Alternate Currency. (b) Unless the Administrative Agent shall have received notice from a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that a 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) Each Borrower agrees that All payments by such the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars, except that all payments of principal of, and interest on, each Alternate Currency Loan shall be made in the applicable Alternate Currency, in each case without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is required by law (as determined in the good faith discretion of the Borrower or its agent) to make such deduction or withholding. Subject to Section 2.09(d), if any Non-Excluded Taxes are required to be withheld with respect to any amount payable by the Borrower hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such Non-Excluded Taxes been required to be withheld. For purposes of this Agreement, “Non-Excluded Taxes” are any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein other than (i) net income taxes (however denominated), franchise taxes (imposed in lieu of net income taxes), branch profits taxes and any other similar taxes imposed upon the Agent or any Bank (or its Applicable Lending Office) by the jurisdiction under the laws of which the Agent or Bank (or its Applicable Lending Office) is organized or in which its principal office is located or through which it holds the Loans or any political subdivision, taxing authority or other authority thereof or therein, (ii) any taxes imposed as a result of a present or former connection between the Agent or Bank (or its Applicable Lending Office) and the jurisdiction imposing such tax other than a connection arising solely as a result of the Agent or Bank (or its Applicable Lending Office) having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement, (iii) any U.S. Federal withholding taxes imposed under FATCA. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. If the Borrower reasonably believes that such Non-Excluded Taxes were not correctly or reasonably asserted, the applicable Bank will use reasonable efforts to cooperate (at the sole cost and expense of the Borrower) with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower so long as such efforts would not, in the good faith determination of the Bank, result in any material additional costs, expenses or risks or be otherwise disadvantageous to it). Any Bank claiming any amounts payable by Borrower pursuant to this Section 2.09(c) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such amounts payable by the Borrower that may thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. (d) Notwithstanding anything to the contrary contained in clause (c) of this Section 2.09, the Borrower will not be required to make any additional payment to or for the account of any Bank with respect to any Non-Excluded Taxes under clause (c) (i) by reason of a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.11, (ii) by reason of such Bank’s failure or inability to furnish under Section 2.11 an original or an extension or renewal of any form required under Section 2.11, or (iii) if such Non-Excluded Taxes are withholding taxes imposed on amounts payable to such Bank at the time such Bank becomes a party to this Agreement (or designates a new lending office or changes its place of organization or principal office), except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts, from the Borrower with respect to such Non-Excluded Taxes pursuant to clause (c) of this Section 2.09. (e) If the Agent or a Bank determines, in its reasonable discretion, that it has received a refund of any taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to clause (c) of this Section 2.10, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under clause (c) of this Section 2.10), net of all out-of-pocket expenses of the Agent or such Bank and without interest (other than any interest paid by the relevant governmental authority with respect to such refund); provided, that the Borrower, upon the request of the Agent or such Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to the Agent or such Bank in the event the Agent or such Bank is required to repay such refund to such governmental authority. Each Bank agrees, that upon the occurrence of any event giving rise to a tax as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to clause (c) of this Section 2.10, it will use reasonable efforts to mitigate the effect of any such event, including by designating another lending office for any Loan affected by such event and by completing and delivering or filing any tax-related forms which would reduce or eliminate such tax or additional amounts. (f) The Borrower hereby authorizes and irrevocably directs the Agent, at the Agent’s option at any time upon and following the due date for payment by the Borrower of any amounts under the Loan Documents, and without any further notice to or consent of the Borrower, to debit any account(s) of the Borrower with the Agent (in any capacity) and apply amounts so debited toward the payment of any such amounts due and owing under the Loan Documents. Notwithstanding such authorization and direction, the Borrower hereby further acknowledges and agrees that (a) the Agent shall have no obligation to so debit any such account(s) and shall have no liability whatsoever to the Borrower for any failure to do so, and (b) the Borrower shall fully retain the obligation under the Loan Documents to make all payments owing by the Borrower thereunder when due.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of and interest on the Loans and of fees hereunder and all other amounts due hereunder shall be made not later than 2:00 (i) in the event that there is only one Bank (which is also the Agent), 3:00 p.m. (New York Boston time), and (ii) in all other events, 12:00 Noon (Boston time)), on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to to, except as otherwise expressly provided herein, the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made without set-off or counterclaim9.01. Except as otherwise provided in Section 8.16, the Administrative The Agent will shall promptly distribute to each Bank its ratable appropriate share of each such payment received by the Administrative Agent for the account of the Banks. 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 DayDay and interest shall accrue during such extension. 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that a 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) Each Borrower agrees that All payments by such the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars without setoff or counterclaimcounterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. (d) Notwithstanding anything to the contrary contained in clause (c) of this Section 2.09, the Borrower will not be required to make any additional payment to or for the account of any Bank under clause (c) by reason of (i) a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.11 or (ii) such Bank’s failure or inability to furnish under Section 2.11 an original or an extension or renewal of any form required under Section 2.11, unless such Bank is exempt from furnishing such form pursuant to Section 2.11.

General Provisions as to Payments. (a) Payment of principal of and interest on the Loans and of fees and all other amounts due hereunder shall be made not later than 2:00 p.m. (New York time) on the date when due, in United States dollars Dollars and in Federal or other funds immediately available, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0NCC5/Floor 1, 0xx XxxxxNewark, Xxxxxx, XX 00000DE 19713-00002107, Attention: Xxxxxx XxxxxXxxxxxx Xxxxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the 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. 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 a Borrower prior to the date on which any payment is due to the Banks hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to), 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 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 greater of the Federal Funds Effective Date or the Overnight Bank Funding Rate. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 12:00 Noon (New York City time) on the date when due, in United States dollars and Dollars in Federal or other funds immediately availableavailable in New York City, without deduction, set-off or counterclaim, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated in Section 2.10(c), will be made without set-off or counterclaim. Except as otherwise provided in Section 8.16, the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received account number 36852248 maintained by the Administrative Agent for with Citibank at its xxxxxxx referred to in Section 9.1 (or to such other account as the account Administrative Agent shall advise the Borrower in writing). If the due date of the Banks. Whenever any payment of principal of, or interest on, the Loans or of fees shall be due under this Agreement would otherwise fall on a day which that is not a Domestic Business Day, the such 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, 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 a the Borrower prior to the date on which any payment is due to the Banks hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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) Each The Borrower agrees that payments 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 such 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 the other Loan Documents any Bank shall be made without setoff 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 counterclaimother obligation in respect of which such payment is made.

General Provisions as to Payments. (a) Payment The Borrower shall make each payment of principal of of, and interest on on, the Loans and of fees and all other amounts due hereunder shall be made hereunder, not later than 2:00 p.m. 1:00 P.M. (New York Eastern time) on the date when due, in United States dollars and in Federal or other funds immediately availableavailable in New York City, to the Administrative Agent at JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxx Xxxxx, and, as stated its address referred to in Section 2.10(c), will be made ‎Section 9.01 and without reduction by reason of any set-off off, counterclaim or counterclaimdeduction of any kind. Except as otherwise provided in Section 8.16, the The Administrative Agent will promptly distribute to each Bank Lender in like funds its ratable share of each such payment received by the Administrative Agent for the account of the BanksLenders. 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 Euro‑Dollar 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 unless such Euro‑Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding 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 a the Borrower prior to the date on which any payment is due to the Banks Lenders hereunder that such the Borrower will not make such payment in full, the Administrative Agent may assume that such the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may (but it shall not be required to)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 a 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. (c) Each Borrower agrees that payments by such Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim.