Common use of Manner and Treatment of Payments Clause in Contracts

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s 's Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.5, 3.53.6, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s OfficeOffice for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each Except to the extent provided in Sections 3.5 and 3.6(f), each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such . Such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (Aa) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (Bb) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. Borrower may replace such Lender by causing such Lender to assign its Commitments to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent and the other then-existing Lenders. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.6, 3.53.7, 11.3, 11.11 11.3 and 11.2111.11) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 12:00 noon, Las Vegas time (other than payments with respect to Swing Line Loans, which must be paid directly to the relevant Swing Line Lender and received by 3:00 p.m., Las Vegas time), on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.12:00 noon, California Las Vegas time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes Other than the Administrative Agent to debit Required Payments and fees payable in connection with the Designated Deposit Account to effect any payment due to transactions contemplated by the Lenders or the Administrative Agent pursuant to this Amendment No. 1 and Restatement Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each , each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each the applicable Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), each such Advances and such record shall, as against BorrowerBorrower and the Co- Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation and the Co Borrowers’ joint and several obligations to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income and or gross receipts, (ii) income or franchise taxes imposed in lieu of net income taxes on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business,” and (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency, (iv) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws and (v) any taxes imposed by Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) (such Code provisions collectively, “FATCA”) and any current or future regulations or official interpretations thereof (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower they shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Lender, that Lender will be subject to removal in accordance with Section 11.24; provided that Borrower or the relevant Party shall have paid such amount to that Lender and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Lender in writing of their intent to so remove the Lender. (e) All payments to be made by Borrower or any Co-Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 3.6, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of AmericaAmerica and shall be made without setoff, counterclaim or deduction of any kind. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, 12:00 p.m. on the day of payment (which must be a Banking Business Day). All payments received after such time, 12:00 p.m. on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, 12:00 p.m. on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Obligor for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender Obligor under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding EXCLUDING, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed in lieu of net income taxes by on it, (Aii) any jurisdiction withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting solely from or political subdivision thereofattributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.23) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., California local time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s OfficeOffice for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 4:00 p.m., Cleveland time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.4:00 p.m., California Cleveland time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Effective Rate. All payments shall be made in lawful money of the United States of AmericaDollars. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any Each payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account prepayment shall be payable by Borrower applied first to the Administrative Agent on the next following Banking Day. (c) Swing Loans until paid in full, then to Alternate Base Rate Loans until paid in full and finally to LIBOR Rate Loans. Each payment or prepayment on account of any Borrowing such Alternate Base Rate Loan or LIBOR Rate Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing, absent manifest error. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made without setoff or counterclaim and free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its any Lender’s overall net income and franchise (including taxes on gross income imposed in lieu of net income tax, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which it such Lender is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it such Lender is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it any Lender has failed failed, for whatever reason, timely to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption (all such non-non excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-after Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.53.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s OfficeOffice for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California Nevada time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, Nevada time on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. All payments (including, without limitation, pursuant to Section 3.2) in respect of the principal amount of any Loan shall be accompanied by payment in cash of accrued and unpaid interest on the principal amount being repaid or prepaid. (b) Borrower hereby authorizes The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall have specified in such Lender’s Administrative Questionnaire such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking DayAgent. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances Loans made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Loans and such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (ed) Each Except as otherwise required by Law, each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document (and Borrower shall assure that each payment made by any other Party under any other Loan Document) shall be made free and clear of, and without reduction by reason deduction or withholding for or on account of, any present or future income, stamp or other taxes, assessments levies, imposts, duties, charges, fees, deductions or other charges imposed withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Agency, central bank or comparable authority, excluding excluding, (i) taxes imposed on or measured in whole or in part by its overall net income and taxes, franchise taxes (imposed in lieu of net income taxes by (Ataxes) and backup Table of Contents withholding taxes, in each case imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction (of the Governmental Agency imposing such tax or any political subdivision thereof) in which it is organized or maintains taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered or performed its principal office obligations or Eurodollar Lending Office received a payment under, or (B) enforced, this Agreement or any jurisdiction (or political subdivision thereof) in which it is “doing business” and other Loan Document), (ii) any withholding branch profits taxes or other taxes based on gross income imposed by the United States of America for or any period similar tax imposed by any other jurisdiction described in clause (i) above, (iii) any taxes that are attributable to such Lender’s failure to comply with the requirements of Section 11.21, (iv) any withholding taxes imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to which it has failed such Non-Excluded Taxes pursuant to provide Borrower with this Section 3.13(d), or (v) any taxes that are imposed as a result of any event occurring after the appropriate form Lender becomes a Lender other than a change in Law or forms required by Section 11.21, to regulation or the extent such forms are then required by applicable Laws (all introduction of any Law or regulation or a change in interpretation or administration of any Law. If any such non-excluded taxes, assessments levies, imposts, duties, charges, fees, deductions or other charges being hereinafter referred to as withholdings (“Non-Excluded Taxes”). To ) or any Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder (1) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent that Borrower is obligated by applicable Laws necessary to make yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any deduction such other amounts payable hereunder at the rates or withholding on account of Taxes from any amount payable to any Lender under in the amounts specified in this Agreement, and (2) the Borrower shall (1) make such deduction or withholding and pay the same full amount withheld to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholdingaccordance with applicable law. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Non-Excluded Taxes or Other Taxes, that Lender shall promptly refund such excess to Borrower. (e) All payments to be made by Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff. (f) Notwithstanding anything to the contrary contained herein, if, at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issuance of any Loan, (i) the aggregate amount of accrued and unpaid original issue discount (as defined in Section 1273(a)(1) of the Code) on such Loan would, but for this paragraph, exceed (ii) an amount equal to the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of such Loan multiplied by (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of such Loan, the Borrower will prepay at the end of each such accrual period without premium or penalty the minimum amount of principal plus accrued interest on such Loan necessary to prevent any of the accrued and unpaid interest and original issue discount on the Loan from being disallowed or deferred as a deduction to the Borrower under Section 163(e)(5) of the Code. 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Manner and Treatment of Payments. (a) Each Except as set forth in the next sentence, each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document in Dollars shall be made to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the appropriate Banks or the applicable Issuing Bank, as the case may be, in immediately available funds funds, without any set-off or counterclaim, not later than 11:00 a.m. California 2:00 p.m., New York time, on the day of payment (which must be a Banking Day). Each Borrower shall make each payment hereunder with respect to amounts denominated in the Alternative Currency not later than 2:00 p.m. (local time) (at the Alternative Currency Payment Office) on the day when due in such currency to the Administrative Agent in same day funds by deposit of such funds to the Administrative Agent’s account maintained at the Alternative Currency Payment Office. All payments received after such time2:00 p.m., New York time or local time (as the case may be), on any particular Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank or Issuing Bank shall be immediately promptly paid by the Administrative Agent to the applicable Lender Bank or the applicable Issuing Bank, as the case may be, in immediately available funds andfunds. All payments of principal and interest shall be made in the currency of the applicable Advance. All other payments shall be made in Dollars. (b) Prior to the occurrence of any Event of Default, if such each payment was or prepayment received by the Administrative Agent by 11:00 a.m.on account of any Loan shall be applied: (i) To the Loans, California time, on a Banking Day and not so made available pro rata in accordance with the aggregate principal amount thereof owed to each Bank, (ii) Any mandatory prepayment of Loans shall be applied first to Base Rate Advances to the account of full extent thereof before application to EURO Rate Advances as determined by Administrative Agent, in each case in a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding manner which minimizes the amount of such payment at the Federal Funds Rate. All any payments shall required to be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent by Company pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking DaySection 3.8(c). (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender Bank shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note Loans and, subject to Section 10.6(g13.9(g), such record shall, as against Borrower, shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Bank shall be liable to any party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ei) Each payment Any and all payments by any Borrower to or for the account of any amount payable by Borrower the Administrative Agent or any other Party to any Lender Bank under this Agreement or any other Loan Document and by the Company acting in its capacity as guarantor under Article 11 shall be made free and clear of, of and without reduction by reason of, deduction for any and all present or future taxes, assessments duties, levies, imposts, deductions, assessments, fees, withholdings or other similar charges imposed by any Governmental Agency, central bank or comparable authorityand all liabilities with respect thereto (collectively, excluding “Taxes”), excluding, in the case of the Administrative Agent and each Bank, (iA) taxes any Taxes imposed on or measured in whole or in part by its overall net income and (however denominated), franchise taxes imposed on it (in lieu of net income taxes Taxes) and branch profits Taxes, in each case, (1) imposed by (A) any the jurisdiction (or any political subdivision thereof) in under the Laws of which it the Administrative Agent or such Bank, as the case may be, is organized or maintains its principal a lending office or Eurodollar Lending Office or (2) that are Other Connection Taxes, (B) any jurisdiction Taxes attributable to the Administrative Agent’s or such Bank’s failure or inability to provide the forms set forth in Section 13.27, other than as a result of a change in applicable Law after the date such Person became a party to this Agreement, (or political subdivision thereofC) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States withholding Taxes imposed on amounts payable to or for the account of America for any period a Bank with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which it has failed to provide Borrower with (1) such Bank acquires such interest in the appropriate form Loan or forms required by Section 11.21, Commitment or (2) such Bank changes its lending office,; except in each case to the extent that, if at the date of the Assignment Agreement pursuant to which a Bank assignee becomes a party to this Agreement or at the date of such forms are then required by applicable Laws Bank changing its lending office, the assignor or such Bank was entitled to payments under this Section 3.12(d)(i) or (iii) in respect of such United States withholding Tax paid at such date and (D) Taxes imposed under FATCA (all such non-excluded taxes, assessments or other charges Taxes being hereinafter referred to as “Indemnified Taxes” and all such excluded Taxes being hereinafter referred to as “Excluded Taxes”). To If any Borrower, the extent that Borrower is obligated Company acting in its capacity as guarantor under Article 11 or the Administrative Agent shall be required by applicable any Laws to make deduct any deduction or withholding on account of Taxes from or in respect of any amount sum payable under any Loan Document to the Administrative Agent or any Lender Bank, as applicable, (i) if such Taxes are Indemnified Taxes, then the sum payable by any Borrower or the Company shall be increased as necessary so that after all such required deductions are made (including deductions applicable to additional sums payable under this AgreementSection 3.12(d)), Borrower each of the Administrative Agent and such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower, the Company or the Administrative Agent, as applicable, shall (1) make such deduction deductions, (iii) such Borrower, the Company or withholding and the Administrative Agent, as applicable, shall pay the same full amount deducted to the relevant Governmental Agency in accordance with applicable Laws, and (2iv) as soon as practicable after the date of such payment, such Borrower or the Company shall furnish to the Administrative Agent (which shall forward the same to such Bank) the original or a certified copy of a receipt evidencing payment thereof (to the extent available). (ii) In addition, any Borrower or the Company acting in its capacity as guarantor under Article 11 agrees to pay any and all present or future stamp, court or documentary Taxes and any other excise or property Taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, except any such Taxes imposed as a result of a grant of a participation, designation of a new lending office, transfer or assignment (other than an assignment pursuant to a request by a Borrower under Section 3.19) (hereinafter referred to as “Other Taxes”). (iii) Each Borrower and the Company acting in its capacity as guarantor under Article 11 agrees to indemnify the Administrative Agent and each Bank for (A) the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.12) paid by the Administrative Agent and such Bank and (B) any interest, penalties or additions to tax arising therefrom or with respect thereto, in each case whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. Payment under this Section 3.12(d)(iii) shall be made within 30 days after the date the Bank or the Administrative Agent makes a written demand therefor. (iv) If a Borrower or the Company acting in its capacity as guarantor under Article 11 is required to pay additional amounts to or for the account of any Bank pursuant to this Section 3.12, then such Bank will change the jurisdiction of its applicable lending office if, in the judgment of such Bank, such change (A) will eliminate or reduce any such additional payment that may thereafter accrue and (B) is not otherwise disadvantageous to such Bank. (v) If the Administrative Agent, any Bank or any Issuing Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified or reimbursed by any Borrower (or by the Company acting in its capacity as guarantor under Article 11) or with respect to which any Borrower (or the Company acting in its capacity as guarantor under Article 11) has paid an additional or indemnification amount hereunder, the Administrative Agent, such Bank or such Issuing Bank shall pay to the Borrowers or the Company as guarantor (within thirty (30) days after such Person became aware it received such refund) an amount equal to such refund. In the event such indemnified party is required by the relevant Governmental Agency to repay any portion of such refund, then such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party such portion of any refund previously paid over to such indemnifying party (plus any penalties, interest or other charges imposed by such Governmental Agency with respect to such portion of such refund). Notwithstanding anything to the contrary in this Section 3.12(d)(v), in no event will the Administrative Agent or any Bank or Issuing Bank be required to pay any amount to that Lender as is necessary any Borrower pursuant to result this Section 3.12(d)(v) to the extent such payment would place the Administrative Agent or such Bank or Issuing Bank in that Lender’s receiving a less favorable net after-Tax amount equal to position than the amount to which that Lender Administrative Agent or such Bank or Issuing Bank would have been entitled under in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. (vi) For purposes of this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such TaxesSection 3.12(d), that Lender shall promptly refund such excess to Borrowerthe term “Law” includes FATCA.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.8, 3.53.9, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California Nevada time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California Nevada time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Loans and such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document (and Borrower shall assure that each payment made by any other Party under any other Loan Document) shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it that Lender has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws whether or not such Lender was legally entitled to provide such form or forms (all such non-non excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-after Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower. (e) All payments to be made by Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.318.3, 11.11 18.11 and 11.2118.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s OfficeOffice for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 2:00 p.m., Cleveland time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender the Lenders shall be paid in immediately paid available funds by the Administrative Agent to the applicable Lenders entitled to receive such amounts in accordance with the Co-Lender in immediately available funds and, if such Agreement. If any payment was is received by the Administrative Agent by 11:00 a.m.2:00 p.m., California Cleveland time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding not receiving the amount of such payment at as provided in the Federal Funds RateCo-Lender Agreement. All payments shall be made in lawful money of the United States of AmericaDollars. (b) Borrower hereby authorizes the Administrative Agent Each payment or prepayment to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account a Lender shall be payable applied first to Alternate Base Rate Loans held by Borrower such Lender and then to the Administrative Agent on the next following Banking Day. (c) LIBOR Rate Loans held by such Lender. Each payment or prepayment on account of any Borrowing such Alternate Base Rate Loan or LIBOR Rate Loan to Lenders holding Loans in such Tranche shall be applied pro rata according to the outstanding Advances made by each Lender comprising of such BorrowingLenders within a Tranche. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g17.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing, absent manifest error. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made without setoff or counterclaim and free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its any Lender’s overall net income and franchise (including taxes on gross income imposed in lieu of net income tax, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which it such Lender is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it such Lender is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it any Lender has failed failed, for whatever reason, timely to provide Borrower with the appropriate form or forms required by Section 11.2118.21, to the extent such forms are then required by applicable Laws to establish a complete exemption (all such non-non excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-after Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds (by wire transfer, debit of an account with the Administrative Agent or by other means acceptable to the Administrative Agent) not later than 11:00 a.m. (OTHER than payments with respect to Swing Line Loans, which must be paid directly to the Swing Line Lender and received by 3:00 p.m.), California local time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by its overall net income, gross income and or gross receipts, (ii) franchise taxes imposed in lieu of net income taxes on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” and ", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iv) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower they shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrower or the relevant Party.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.5, 3.53.6, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each Except to the extent provided in Sections 3.5 and 3.6(f), each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments ------ pursuant to Sections 3.4, 3.5, 3.6, 11.3, 11.11 and 11.2111.22) or on the -------- ---- ---- ---- ----- ----- ----- Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s 's Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be --------------- presumptive evidence of the -57- amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” Income Taxes --------- and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by ------------- applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that ----- Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower. Each Lender agrees that, in the event of a payment of an increased amount by Borrower with respect to such Lender pursuant to this clause (e) or a demand by such Lender for indemnification from Borrower pursuant to Section 11.11, ------------- it will, if requested by Borrower, designate a different lending office if such designation will avoid the need for, or reduce the amount of, such increased amount paid or such indemnification and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to it in any material respect.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, without deduction, offset or counterclaim, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower on the date when due to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement; provided that the Administrative Agent has given at least one (1) full Banking Day's prior notice to Borrower. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking DayDay and thereafter shall bear interest at the Default Rate. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its a Lender's overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it the Lender is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it the Lender is “"doing business” " and (ii) any withholding taxes or other taxes based on gross net income imposed by the United States of America for any period with respect to which it the Lender has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.11) or on the Notes or under any other Loan Document shall be made without setoff, counterclaim, recoupment or other deduction of any kind to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., California local time, on the day of payment (which must be a Business Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., California time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender comprising such BorrowingCommitted Loan. Each payment or prepayment of a Competitive Advance shall be applied to the Competitive Advance Note held by the Lender which made such Competitive Advance. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrowers, be presumptive evidence absent manifest error of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Parent or any Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Parent or that Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Parent or the appropriate Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 13.3 and 11.2113.11) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds (by wire transfer, debit of an a ccount with the Administrative Agent or by other means acceptable to the Administrative Agent) not later than 11:00 a.m. (OTHER than payments with respect to Swing Line Loans, which must be paid directly to the Swing Line Lender and received by 3:00 p.m.), California local time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be made and applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g12.6(g), such record shall, as against the Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect the Borrower’s 's obligation to pay the Revolving Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.5, 3.53.6, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking -39- Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each Except to the extent provided in Sections 3.5 and 3.6(f), each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, and 11.3, 11.11 and 11.21) or on the Committed Advance Notes or under any other Loan Document shall be made without setoff, counterclaim, recoupment or other deduction of any kind to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California a.m., Las Vegas local time, on the day of payment (which must be a Banking Business Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., Las Vegas local time, on the day of payment (which must be a Business Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California Las Vegas local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender comprising such BorrowingCommitted Loan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Committed Advance Notes and such record shall, as against BorrowerBorrowers, be presumptive evidence absent manifest error of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Parent or any Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Parent or that Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Parent or the appropriate Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, and 11.3, 11.11 and 11.21) or on the Revolving Advance Notes or the Term Loan Notes or under any other Loan Document shall be made without setoff, counterclaim, recoupment or other deduction of any kind to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California a.m., Las Vegas local time, on the day of payment (which must be a Banking Business Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., Las Vegas local time, on the day of payment (which must be a Business Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California Las Vegas local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect Each payment or prepayment on account of any payment due Revolving Loan shall be applied pro rata according to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable outstanding Revolving Advances made by Borrower to the Administrative Agent on the next following Banking Dayeach Lender comprising such Revolving Loan. (c) Each payment or prepayment on account of any Borrowing Term Loan shall be applied pro rata according to the outstanding Term Loan Advances made by each Lender comprising such BorrowingTerm Loan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances or Term Loans, as applicable made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Revolving Advance Notes or Term Loan Notes and such record shall, as against BorrowerBorrowers, be presumptive evidence absent manifest error of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (e) Upon receipt by the Administrative Agent, prepayments will be applied to the type of Loan specified by the Borrower. The Borrower shall specify whether such prepayment is applicable to a Term Loan, a Revolving Loan or a Swing Line Advance. (f) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Parent or any Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Parent or that Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Parent or the appropriate Borrower.

Manner and Treatment of Payments. AMONG LENDERS, BORROWERS AND ADMINISTRATIVE AGENT. (a) Each payment Unless otherwise provided herein, all payments by Borrowers or any Lender hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds 's Office not later than 11:00 a.m. California timethe Requisite Time for such type of payment. Borrowers shall make all such payments without set-off, on the day of payment (which must be a Banking Day)counterclaim or other deduction. All payments received after such time, on any Banking Day, Requisite Time shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in immediately available funds in lawful money of the United States of America. (b) Borrower hereby authorizes the Upon satisfaction of any applicable terms and conditions set forth herein, Administrative Agent shall promptly make any amounts received in accordance with the prior subsection available in like funds received as follows: (i) if payable to debit Borrowers, by crediting the Designated Deposit Account Account, and (ii) if payable to effect any payment due Lender, by wire transfer to such Lender at the Lenders address specified in Schedule 10.6. Administrative Agent's determination, or the Administrative Agent pursuant to this Agreement. Any resulting overdraft any Lender's determination not contradictory thereto, of any amount payable hereunder shall be conclusive in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Dayabsence of manifest error. (c) Each Subject to the definition of "Interest Period," if any payment to be made by Borrowers or prepayment any other Borrower Party shall come due on account a day other than a Business Day, payment shall instead be considered due on the next succeeding Business Day and the extension of any Borrowing time shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowingreflected in computing interest and fees. (d) Each Unless Borrowers or any Lender shall use its best efforts have notified Administrative Agent prior to keep a record (in writing or by an electronic data entry system) of Advances the date any payment to be made by it and payments received by it with respect them is due, that they do not intend to remit such payment, Administrative Agent may, in its Note anddiscretion, subject to Section 10.6(g), such record shallassume that Borrowers or Lender, as against Borrowerthe case may be, be presumptive evidence of have timely remitted such payment and may, in its discretion and in reliance thereon, make available such payment to the amounts owingPerson entitled thereto. Notwithstanding the foregoing sentenceIf such payment was not in fact remitted to Administrative Agent, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations.then: (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed if Borrowers failed to make such payment, each Lender shall forthwith on demand repay to Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent at the Federal Funds Rate; and (ii) if any Lender failed to make such payment, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent promptly shall notify Borrowers, and Borrowers shall pay such corresponding amount to Administrative Agent. Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by Administrative Agent or measured in whole or in part Borrowers to the date such corresponding amount is recovered by its overall net income and franchise taxes imposed in lieu of net income taxes by Administrative Agent, (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or from such Lender at a rate per annum equal to the daily Federal Funds Rate, and (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21from Borrowers, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving at a net after-Tax amount rate per annum equal to the amount interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill it Commitments or to prejudice any rights which that Administrative Agent or Borrowers may have against any Lender would have been entitled under this Agreement absent as a result of any default by such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrowerhereunder.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at for the account of each of the Lenders, or the Administrative Agent’s OfficeAgent as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 noon (California time, ) on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately promptly paid by the Administrative Agent to the applicable Lender in immediately available funds. Should the Administrative Agent fail to remit to any Lender any funds and, if such payment was actually received by the Administrative Agent by 11:00 a.m., California time, and due to that Lender on a the same Banking Day and not so made available to the account of a Lender on that Banking Day, upon which such funds are deemed received by the Administrative Agent shall reimburse as set forth above, that Lender for shall be entitled to recover interest on such funds solely from the cost Administrative Agent at a rate per annum equal to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), and such record shall, as against Borrower, shall be presumptive evidence of the amounts owing, absent manifest error. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, of any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding authority (i) other than taxes imposed on income or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect receipts generally applicable to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, any Loan Document Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax tax (or after-assessment or after- charge) amount equal to the amount to which that Lender would have been entitled under this Agreement the Loan Document absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxestaxes, assessments or other charges, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, and 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made without setoff, counterclaim, recoupment or other deduction of any kind to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., California local time, on the day of payment (which must be a Banking Business Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., California local time, on the day of payment (which must be a Business Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender comprising such BorrowingCommitted Loan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against BorrowerBorrowers, be presumptive evidence absent manifest error of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Parent or any Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Parent or that Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Parent or the appropriate Borrower.

Manner and Treatment of Payments. (a) Each Except as set forth in the next sentence, each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document in Dollars shall be made to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the appropriate Banks or the applicable Issuing Bank, as the case may be, in immediately available funds funds, without any set-off or counterclaim, not later than 11:00 a.m. California 2:00 p.m., New York time, on the day of payment (which must be a Banking Day). Each Borrower shall make each payment hereunder with respect to amounts denominated in the Alternative Currency not later than 2:00 p.m. (local time) (at the Alternative Currency Payment Office) on the day when due in such currency to the Administrative Agent in same day funds by deposit of such funds to the Administrative Agent’s account maintained at the Alternative Currency Payment Office. All payments received after such time2:00 p.m., New York time or local time (as the case may be), on any particular Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank or Issuing Bank shall be immediately promptly paid by the Administrative Agent to the applicable Lender Bank or the applicable Issuing Bank, as the case may be, in immediately available funds andfunds. All payments of principal and interest shall be made in the currency of the applicable Advance. All other payments shall be made in Dollars. (b) Prior to the occurrence of any Event of Default, if such each payment was or prepayment received by the Administrative Agent by 11:00 a.m.on account of any Loan shall be applied: (i) To the Loans, California time, on a Banking Day and not so made available pro rata in accordance with the aggregate principal amount thereof owed to each Bank, (ii) Any mandatory prepayment of Loans shall be applied first to Base Rate Advances to the account of full extent thereof before application to EURO Rate Advances as determined by Administrative Agent, in each case in a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding manner which minimizes the amount of such payment at the Federal Funds Rate. All any payments shall required to be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent by Company pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking DaySection 3.8(c). (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender Bank shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note Loans and, subject to Section 10.6(g), such record shall, as against Borrower, shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Bank shall be liable to any party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ei) Each payment Any and all payments by any Borrower to or for the account of any amount payable by Borrower the Administrative Agent or any other Party to any Lender Bank under this Agreement or any other Loan Document and by the Company acting in its capacity as guarantor under Article 11 shall be made free and clear ofof and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and without reduction by reason ofall liabilities with respect thereto, any taxesexcluding, assessments or other charges imposed by any Governmental Agencyin the case of the Administrative Agent and each Bank, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income income, and franchise taxes imposed on it (in lieu of net income taxes taxes), by (A) any the jurisdiction (or any political subdivision thereof) in under the Laws of which it the Administrative Agent or such Bank, as the case may be, is organized or maintains its principal a lending office or Eurodollar Lending Office or (Band, if the forms provided by a Foreign Bank pursuant to Section 13.27(a) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by at the time such Foreign Bank first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of America zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Foreign Bank provides new forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required periods governed by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments duties, levies, imposts, deductions, assessments, fees, withholdings or other charges similar charges, and liabilities being hereinafter referred to as “Taxes”). To If any Borrower or the extent that Borrower is obligated Company acting in its capacity as guarantor under Article 11 shall be required by applicable any Laws to make deduct any deduction or withholding on account of Taxes from or in respect of any amount sum payable under any Loan Document to the Administrative Agent or any Lender Bank, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this AgreementSection 3.12(d)), Borrower shall (1) make each of the Administrative Agent and such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax Bank receives an amount equal to the amount to which that Lender sum it would have received had no such deductions been entitled made, (ii) such Borrower or the Company shall make such deductions, (iii) such Borrower or the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, such Borrower or the Company shall furnish to the Administrative Agent (which shall forward the same to such Bank) the original or a certified copy of a receipt evidencing payment thereof (to the extent available). (ii) In addition, any Borrower or the Company acting in its capacity as guarantor under Article 11 agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). (iii) If any Borrower or the Company acting in its capacity as guarantor under Article 11 shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Bank, such Borrower or the Company shall also pay to the Administrative Agent or to such Bank, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Bank specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Bank would have received if such Taxes or Other Taxes had not been imposed. (iv) Each Borrower and the Company acting in its capacity as guarantor under Article 11 agrees to indemnify the Administrative Agent and each Bank for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Agreement absent Section 3.12) paid by the Administrative Agent and such deduction Bank, (ii) amounts payable under Section 3.12(d)(iii) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or withholdingwith respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. Payment under this Section 3.12(d)(iv) shall be made within 30 days after the date the Bank or the Administrative Agent makes a written demand therefor. (v) If and when receipt a Borrower or the Company acting in its capacity as guarantor under Article 11 is required to pay additional amounts to or for the account of any Bank pursuant to this Section 3.12, then such Bank will change the jurisdiction of its applicable lending office if, in the judgment of such Bank, such change (i) will eliminate or reduce any such additional payment results in an excess payment or credit that may thereafter accrue and (ii) is not otherwise disadvantageous to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBank.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 12:00 noon (other than payments with respect to Swing Line Loans, which must be paid directly to the Swing Line Lender and received by 3:00 p.m.), Los Angeles time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.12:00 noon, California Los Angeles time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation 's and the Co-Borrowers' joint and several obligations to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income and or gross receipts, (ii) franchise taxes imposed in lieu of net income taxes on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.,"

Manner and Treatment of Payments. (a) Each payment hereunder (except EXCEPT payments pursuant to Sections 3.43.5, 3.5.3.6, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s 's Office (or at the Administrative Agent's Approved Offshore Currency Payment Office, if payment is made in respect of a Loan or Letter of Credit denominated in an Approved Offshore Currency) for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of AmericaApplicable Currency borrowed. (b) Borrower The Borrowers hereby authorizes authorize the Administrative Agent to debit the Designated Deposit Account general operating bank account of the Parent to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower the Borrowers to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g10.6(G), such record shall, as against Borrowerthe Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s the Borrowers' obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower the Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower the Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is the Borrowers are obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower the Borrowers shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrowerthe Borrowers.

Manner and Treatment of Payments. (a) a. Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 8 and 11.219 of this Master Note) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of the Banks, in immediately available funds not later than 11:00 a.m. a.m., California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender the Banks shall be immediately paid by the Administrative Agent to the applicable Lender Banks in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available avail- able to the account of a Lender the Banks on that Banking Day, the Administrative Agent shall reimburse that Lender the Banks for the cost to such Lender the Banks of funding the amount of such payment at the Federal Funds RateRate (as defined and as determined in the Other Loan Agreement). All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) b. Each payment or prepayment on account of any Borrowing the Loans shall be applied pro rata according to the outstanding Advances made by Banks in accordance with each Lender comprising such BorrowingBanks' Pro Rata Share. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) c. Each payment of any amount payable by Borrower or any other Party to any Lender HRN under the Loan Agreement, this Agreement Master Note or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental AgencyAuthority, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income or gross receipts and franchise taxes imposed in lieu of net income taxes on the Banks, by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.,"

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made by Borrower to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best commercially reasonable efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made by Borrower to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best commercially reasonable efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owingowing absent manifest error. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.6, 3.53.7, 3.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. A.M. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.A.M., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America, except that payments of principal and interest on Foreign Currency Loans, and reimbursement payments in respect of Foreign Currency Letters of Credit, shall be made in the Foreign Currency of that Foreign Currency Loan or Foreign Currency Letter of Credit. (b) Each Borrower hereby authorizes the Administrative Agent to debit the such Borrower's Designated Deposit Account to effect as of the date any payment of principal, interest, commitment fee or other amount payable by such Borrower under this Agreement is due in an amount equal to the Lenders or the Administrative Agent pursuant such payment. Each Borrower hereby agrees to this Agreement. Any resulting overdraft in the take such steps as are necessary to assure that its Designated Deposit Account shall be payable by Borrower will, on each such date, have a credit balance in immediately available funds at least equal to the Administrative Agent on the next following Banking Dayamount of such payment. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances Loans made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances Loans made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against Borrowerthe Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by any Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of income, net income taxes worth or the like by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower the Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that a Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, such Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to the applicable Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.6, 3.53.7, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (iexcluding(i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income 38 44 imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. among the Banks, Borrower and the Administrative Agent. (a) Each payment Unless otherwise provided herein, all payments by Borrower or any Bank hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds Office not later than 11:00 a.m. California time, on the day Requisite Time for such type of payment (which must be a Banking Day)without condition and without deduction for any counterclaim, defense, recoupment or setoff. All payments received after such time, on any Banking Day, Requisite Time shall be deemed received on the next succeeding Banking Business Day. The amount of Unless otherwise provided herein, all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender made in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes Upon satisfaction of any applicable terms and conditions set forth herein, the Administrative Agent shall promptly make any amounts received in accordance with the prior subsection available in like funds received as follows: (i) if payable to debit Borrower, by crediting the Designated Deposit Account Account, and (ii) if payable to effect any payment due Bank, by wire transfer to such Bank at the Lenders address specified in Schedule 10.6. The Administrative Agent’s determination, or the Administrative Agent pursuant to this Agreement. Any resulting overdraft any Bank’s determination not contradictory thereto, of any amount payable hereunder shall be conclusive in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Dayabsence of manifest error. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according Subject to the outstanding Advances definition of “Interest Period,” if any payment to be made by each Lender comprising such BorrowingBorrower shall come due on a day other than a Business Day, payment shall instead be considered due on the next succeeding Business Day. (d) Each Lender Unless the Administrative Agent shall use have received notice from a Bank, in the case of Base Rate Loans prior to 10:00 a.m. on the proposed date of Borrowing, and otherwise prior to the proposed date of Borrowing, that such Bank will not make available to the Administrative Agent such Bank’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available on such date in accordance with Section 2.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its best efforts share of the applicable Borrowing available to keep the Administrative Agent, then the applicable Bank and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a record (in writing or by an electronic data entry system) of Advances payment to be made by it such Bank, the greater of the Federal Funds Rate and payments received a rate determined by it the Administrative Agent in accordance with respect banking industry rules on interbank compensation, and (ii) in the case of a payment to its Note and, subject to Section 10.6(g), such record shall, as against be made by the Borrower, be presumptive evidence the interest rate applicable to Base Rate Loans. If the Borrower and such Bank pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the amounts owingapplicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Borrowing. Notwithstanding Any payment by the foregoing sentence, Borrower shall be without prejudice to any claim that the failure by any Lender Borrower may have against a Bank that has failed to keep make such a record shall not affect Borrower’s obligation payment to pay the ObligationsAdministrative Agent. (e) Each Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any the Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Banks the amount payable by due. In such event, if the Borrower or any other Party has not in fact made such payment, then each of the Banks severally agrees to any Lender under this Agreement or any other Loan Document shall be made free repay to the Administrative Agent forthwith on demand the amount so distributed to such Bank, with interest thereon, for each day from and clear ofincluding the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed a rate determined by the United States of America for any period Administrative Agent in accordance with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding banking industry rules on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrowerinterbank compensation.

Manner and Treatment of Payments. (a) Each Except as set forth in the next sentence, each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document in Dollars shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the appropriate Banks or the Issuing Bank, as the case may be, in immediately available funds funds, without any set-off or counterclaim, not later than 11:00 a.m. California 2:00 p.m., New York time, on the day of payment (which must be a Banking Day). Each Borrower shall make each payment hereunder with respect to amounts denominated in the Alternative Currency not later than 2:00 p.m. (local time) (at the Alternative Currency Payment Office) on the day when due in such currency to the Administrative Agent in same day funds by deposit of such funds to the Administrative Agent's account maintained at the Alternative Currency Payment Office. All payments received after such time2:00 p.m., New York time or local time (as the case may be), on any particular Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank or Issuing Bank shall be immediately promptly paid by the Administrative Agent to the applicable Lender Bank or the Issuing Bank, as the case may be, in immediately available funds andfunds. All payments of principal and interest shall be made in the currency of the applicable Advance. All other payments shall be made in Dollars. (b) Prior to the occurrence of any Event of Default, if such each payment was or prepayment received by the Administrative Agent by 11:00 a.m.on account of any Loan shall be applied: (i) To the Loans, California time, on a Banking Day and not so made available pro rata in accordance with the aggregate principal amount thereof owed to each Bank, (ii) Any mandatory prepayment of Loans shall be applied first to Base Rate Advances to the account of full extent thereof before application to EURO Rate Advances as determined by Administrative Agent, in each case in a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding manner which minimizes the amount of such payment at the Federal Funds Rate. All any payments shall required to be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent by Company pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking DaySection 3.8(c). (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender Bank shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note Loans and, subject to Section 10.6(g), such record shall, as against Borrower, shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Bank shall be liable to any party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ei) Each payment Any and all payments by any Borrower to or for the account of any amount payable by Borrower the Administrative Agent or any other Party to any Lender Bank under this Agreement or any other Loan Document and by the Company acting in its capacity as guarantor under Article 11 shall be made free and clear ofof and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and without reduction by reason ofall liabilities with respect thereto, any taxesexcluding, assessments or other charges imposed by any Governmental Agencyin the case of the Administrative Agent and each Bank, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income income, and franchise taxes imposed on it (in lieu of net income taxes taxes), by (A) any the jurisdiction (or any political subdivision thereof) in under the Laws of which it the Administrative Agent or such Bank, as the case may be, is organized or maintains its principal a lending office or Eurodollar Lending Office or (Band, if the forms provided by a Foreign Bank pursuant to Section 13.27(a) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by at the time such Foreign Bank first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of America zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Foreign Bank provides new forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required periods governed by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments duties, levies, imposts, deductions, assessments, fees, withholdings or other charges similar charges, and liabilities being hereinafter referred to as “Taxes”"TAXES"). To If any Borrower or the extent that Borrower is obligated Company acting in its capacity as guarantor under Article 11 shall be required by applicable any Laws to make deduct any deduction or withholding on account of Taxes from or in respect of any amount sum payable under any Loan Document to the Administrative Agent or any Lender Bank, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this AgreementSection 3.12(d)), Borrower shall (1) make each of the Administrative Agent and such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax Bank receives an amount equal to the amount to which that Lender sum it would have received had no such deductions been entitled made, (ii) such Borrower or the Company shall make such deductions, (iii) such Borrower or the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, such Borrower or the Company shall furnish to the Administrative Agent (which shall forward the same to such Bank) the original or a certified copy of a receipt evidencing payment thereof (to the extent available). (ii) In addition, any Borrower or the Company acting in its capacity as guarantor under Article 11 agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "OTHER TAXES"). (iii) If any Borrower or the Company acting in its capacity as guarantor under Article 11 shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Bank, such Borrower or the Company shall also pay to the Administrative Agent or to such Bank, as the case may be, at the time interest is paid, such additional amount that the Administrative Agent or such Bank specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) that the Administrative Agent or such Bank would have received if such Taxes or Other Taxes had not been imposed. (iv) Each Borrower and the Company acting in its capacity as guarantor under Article 11 agrees to indemnify the Administrative Agent and each Bank for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Agreement absent Section 3.12) paid by the Administrative Agent and such deduction Bank, (ii) amounts payable under Section 3.12(d)(iii) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or withholdingwith respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. Payment under this Section 3.12(d)(iv) shall be made within 30 days after the date the Bank or the Administrative Agent makes a demand therefor. (v) If and when receipt a Borrower or the Company acting in its capacity as guarantor under Article 11 is required to pay additional amounts to or for the account of any Bank pursuant to this Section 3.12, then such Bank will change the jurisdiction of its applicable lending office if, in the judgment of such Bank, such change (i) will eliminate or reduce any such additional payment results in an excess payment or credit that may thereafter accrue and (ii) is not otherwise disadvantageous to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBank.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.6, 3.53.7, 11.312.3, 11.11 12.11 and 11.2112.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against BorrowerBorrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s Borrowers' obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is Borrowers are obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower Borrowers shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrowers.

Manner and Treatment of Payments. (a) Each Except as set forth in the next sentence, each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document in Dollars shall be made to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the appropriate Banks or the applicable Issuing Bank, as the case may be, in immediately available funds funds, without any set-off or counterclaim, not later than 11:00 a.m. California 2:00 p.m., New York time, on the day of payment (which must be a Banking Day). Each Borrower shall make each payment hereunder with respect to amounts denominated in the Alternative Currency not later than 2:00 p.m. (local time) (at the Alternative Currency Payment Office) on the day when due in such currency to the Administrative Agent in same day funds by deposit of such funds to the Administrative Agent’s account maintained at the Alternative Currency Payment Office. All payments received after such time2:00 p.m., New York time or local time (as the case may be), on any particular Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank or Issuing Bank shall be immediately promptly paid by the Administrative Agent to the applicable Lender Bank or the applicable Issuing Bank, as the case may be, in immediately available funds andfunds. All payments of principal and interest shall be made in the currency of the applicable Advance. All other payments shall be made in Dollars. (b) Prior to the occurrence of any Event of Default, if such each payment was or prepayment received by the Administrative Agent by 11:00 a.m.on account of any Loan shall be applied: (i) To the Loans, California time, on a Banking Day and not so made available pro rata in accordance with the aggregate principal amount thereof owed to each Bank, (ii) Any mandatory prepayment of Loans shall be applied first to Base Rate Advances to the account of full extent thereof before application to EURO Rate Advances as determined by Administrative Agent, in each case in a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding manner which minimizes the amount of such payment at the Federal Funds Rate. All any payments shall required to be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent by Company pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking DaySection 3.8(c). (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender Bank shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note Loans and, subject to Section 10.6(g13.9(g), such record shall, as against Borrower, shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Bank shall be liable to any party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ei) Each payment Any and all payments by any Borrower to or for the account of any amount payable by Borrower the Administrative Agent or any other Party to any Lender Bank under this Agreement or any other Loan Document and by the Company acting in its capacity as guarantor under Article 11 shall be made free and clear ofof and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and without reduction by reason ofall liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Bank, (A) any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and income, franchise taxes imposed on it (in lieu of net income taxes taxes) and branch profits taxes, in each case, imposed by (A) any the jurisdiction (or any political subdivision thereof) in under the Laws of which it the Administrative Agent or such Bank, as the case may be, is organized or maintains its principal office or Eurodollar Lending Office or a lending office, (B) any jurisdiction taxes attributable to the Administrative Agent’s or such Bank’s failure or inability to provide the forms set forth in Section 13.27(a) or (b), as applicable, other than as a result of a change in applicable law after the date such Person became a party to this Agreement, including any taxes required to be deducted or political subdivision thereofwithheld on the basis of the information, certificates or statements of exemption such Bank transmits with an IRS Form W-8IMY pursuant to Section 13.27(a)(ii), (C) if the forms provided by a Foreign Bank pursuant to Section 13.27(a) at the time such Foreign Bank first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate unless and until such Foreign Bank provides new forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that, if at the date of the Assignment Agreement pursuant to which a Foreign Bank assignee becomes a party to this Agreement, the assignor (if it had been a Foreign Bank) was entitled to payments under this Section 3.12(d)(i) or (iii) in which it is “doing business” respect of United States interest withholding tax paid at such date, then, to such extent, notwithstanding (B) and (iiC) any above, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other taxes based on gross income imposed by the amounts otherwise includable in Taxes) United States of America for any period interest withholding tax, if any, applicable with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent Foreign Bank assignee on such forms are then required by applicable Laws date and (D) United States withholding taxes imposed under FATCA (all such non-excluded taxes, assessments duties, levies, imposts, deductions, assessments, fees, withholdings or other charges similar charges, and liabilities being hereinafter referred to as “Taxes”). To If any Borrower or the extent that Borrower is obligated Company acting in its capacity as guarantor under Article 11 shall be required by applicable any Laws to make deduct any deduction or withholding on account of Taxes from or in respect of any amount sum payable under any Loan Document to the Administrative Agent or any Lender Bank, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this AgreementSection 3.12(d)), each of the Administrative Agent and such Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or the Company shall (1) make such deduction deductions, (iii) such Borrower or withholding the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and pay (iv) within 30 days after the date of such payment, such Borrower or the Company shall furnish to the Administrative Agent (which shall forward the same to such Bank) the original or a certified copy of a receipt evidencing payment thereof (to the extent available). (ii) In addition, any Borrower or the Company acting in its capacity as guarantor under Article 11 agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, except any such taxes imposed as a result of a grant of a participation, designation of a new lending office, transfer or assignment (other than an assignment pursuant to a Borrower request under Section 3.19) (hereinafter referred to as “Other Taxes”). (iii) Each Borrower and the Company acting in its capacity as guarantor under Article 11 agrees to indemnify the Administrative Agent and each Bank for (A) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.12) paid by the Administrative Agent and such Bank and (B) any interest, penalties or additions to tax arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. Payment under this Section 3.12(d)(iii) shall be made within 30 days after the date the Bank or the Administrative Agent makes a written demand therefor. (iv) If a Borrower or the Company acting in its capacity as guarantor under Article 11 is required to pay additional amounts to or for the account of any Bank pursuant to this Section 3.12, then such Bank will change the jurisdiction of its applicable lending office if, in the judgment of such Bank, such change (A) will eliminate or reduce any such additional payment that may thereafter accrue and (B) is not otherwise disadvantageous to such Bank. (v) If the Administrative Agent, any Bank or any Issuing Bank determines, in its sole discretion, that it has received a refund of any taxes as to which it has been indemnified or reimbursed by any Borrower (or by the Company acting in its capacity as guarantor under Article 11 or with respect to which any Borrower (or the Company acting in its capacity as guarantor under Article 11) has paid an additional or indemnification amount hereunder, the Administrative Agent, such Bank or such Issuing Bank shall, to the extent it can do so without prejudice to the retention of the amount of such refund, pay to the Borrowers or the Company as guarantor (within thirty (30) days after such Person became aware it received such refund) an amount equal to such refund. In the event such indemnified party is required by the relevant Governmental Agency and to repay any portion of such refund, then such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party such portion of any refund previously paid over to such indemnifying party (2) plus any penalties, interest or other charges imposed by such Governmental Agency with respect to such portion of such refund). Notwithstanding anything to the contrary in this paragraph (d)(v), in no event will the Administrative Agent or any Bank or Issuing Bank be required to pay such additional any amount to that Lender as is necessary any borrower pursuant to result this paragraph (d)(v) to the extent such payment would place the Administrative Agent or such Bank or Issuing Bank in that Lender’s receiving a less favorable net after-Tax amount equal to position than the amount to which that Lender Administrative Agent or such Bank or Issuing Bank would have been entitled under this Agreement absent in if the indemnification payments or additional amounts giving rise to such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrowerhad never been paid.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.5, 3.53.6, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each Except to the extent provided in Sections 3.5 and 3.6(f), each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. Borrower shall have the right either: (i) to repay all of its Obligations to and to terminate all of the Commitments of any Lender for which Borrower is required to deduct or withhold Taxes pursuant to this Section; or (ii) to replace such Lender by causing such Lender to assign its Commitments to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent and the other then-existing Lenders. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 2:00 p.m., Cleveland time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.2:00 p.m., California Cleveland time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Effective Rate. All payments shall be made in lawful money of the United States of AmericaDollars. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any Each payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account prepayment shall be payable by Borrower applied first to the Administrative Agent on the next following Banking Day. (c) Alternate Base Rate Loans and then to LIBOR Rate Loans. Each payment or prepayment on account of any Borrowing such Alternate Base Rate Loan or LIBOR Rate Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing, absent manifest error. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made without setoff or counterclaim and free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its any Lender's overall net income and franchise (including taxes on gross income imposed in lieu of net income tax, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which it such Lender is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it such Lender is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it any Lender has failed failed, for whatever reason, timely to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption (all such non-non excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-after Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.33.6, 11.11 12.3, 12.11 and 11.2112.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s OfficeOffice for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. 12:00 p.m. Noon, California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.12:00 p.m. Noon, California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower Borrowers hereby authorizes authorize the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower Borrowers to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s Borrowers’ obligation to pay the Obligations. (e) Each payment of any amount payable by a Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authorityauthority on any Lender, excluding (i) taxes imposed on or measured in whole or in part by its such Lender’s overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it such Lender is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it such Lender is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it such Lender has failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that a Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, such Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrower Representative.

Manner and Treatment of Payments. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Each payment hereunder (except payments pursuant to Sections 3.43.9, 3.53.10, 11.312.3, 11.11 12.11 and 11.2112.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. (other than payments with respect to Swing Line Loans, which must be received by 3:00 p.m.) (California time, ) on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., a.m. (California time, ) on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of AmericaAmerica without setoff, counterclaim, recoupment or deduction of any kind. (bc) Unless Borrower hereby authorizes or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to debit the Designated Deposit Account to effect any payment due such Lender to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the next following Banking DayAdministrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Advance included in the applicable Advance. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon Borrower, and Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Pro Rata Shares of the Commitments or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error. (cd) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the ObligationsLoan. (e) The Advances made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts and records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error. Any failure to so record or any error in so doing shall not, however, limit or otherwise affect the obligation of the Borrower to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records maintained by the Administrative Agent, the accounts and records maintained by the Administrative Agent shall prevail. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) one or more Notes, which shall evidence such Lender's Loans in addition to such accounts and records. (f) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Government Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income or gross receipts and franchise taxes imposed in lieu of net income taxes on it (including United States backup withholding taxes), by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.,"

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to ------ Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any --- --- ---- ----- ----- other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, without deduction, offset or counterclaim, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower on the date when due to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement; provided that the Administrative Agent has given at -------- least one (1) full Banking Day's prior notice to Borrower. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking DayDay and thereafter shall bear interest at the Default Rate. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive ------- evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole --------- or in part by its a Lender's overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it the Lender is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it the Lender is “"doing business” " and (ii) any withholding taxes or other taxes based on gross net income imposed by the United States of America for any period with respect to which it the Lender has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable ----- Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.7, 3.53.8, 11.312.3, 11.11 12.11 and 11.2112.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s OfficeOffice for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document (and Borrower shall assure that each payment made by any other Party under any other Loan Document) shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it that Lender has failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws whether or not such Lender was legally entitled to provide such form or forms (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower. (e) All payments to be made by the Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at for the account of each of the Lenders, or the Administrative Agent’s Office, as the case may be, in immediately available funds not later than 11:00 a.m. California time(or, in the case of payments with respect to Swing Line Loans, not later than 12:00 noon) on the day of payment (which must be a Banking Day). All payments received after such time11:00 a.m. (or, in the case of payments with respect to Swing Line Loans, not later than 12:00 noon) on any particular Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately promptly paid by the Administrative Agent to the applicable Lender in immediately available funds. Should the Administrative Agent fail to remit to any Lender any funds and, if such payment was actually received by the Administrative Agent by 11:00 a.m., California time, and due to that Lender on a the same Banking Day and not so made available to the account of a Lender on that Banking Day, upon which such funds are deemed received by the Administrative Agent shall reimburse as set forth above, that Lender for shall be entitled to recover interest on such funds from the cost Administrative Agent at a rate per annum equal to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender comprising such BorrowingCommitted Loan. Each payment or prepayment of a Competitive Advance shall be applied to the Competitive Advance Note held by the Lender which made such Competitive Advance. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances and Swing Line Loans made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), Notes and such record shall, as against Borrower, shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding authority (i) other than taxes imposed on income or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect receipts generally applicable to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”banks). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes taxes, assessments or other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreementany Loan Document, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax tax (or after-assessment or after-charge) amount equal to the amount to which that Lender would have been entitled under this Agreement the Loan Document absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxestaxes, assessments or other charges, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.3, 3.4, 3.5, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower Borrowers hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrowers to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower Borrowers to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against BorrowerBorrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s Borrowers' obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is Borrowers are obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower Borrowers shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrowers.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.33.6, 11.11 11.3 and 11.2111.11) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.23) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. a.m., California local time, on the day of payment (which must be a Banking Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of AmericaAmerica except for payments of principal and interest with respect to Foreign Currency Advances, which may at Borrower's option be made in Dollars equal to the Foreign Currency Equivalent or in the foreign currency in which the related Foreign Currency Advance is made. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender Bank comprising such BorrowingCommitted Loan. Each payment or prepayment of a Competitive Advance shall be applied to the Competitive Advance Note held by the Bank which made such Competitive Advance. (dc) Each Lender Bank shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Bank shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.23) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Banks or the Administrative Agent, as the case may be, in immediately immedi- ately available funds not later than 11:00 a.m. a.m., California local time, on the day of payment (which must be a Banking Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Bank shall be immediately paid by the Administrative Agent to the applicable Lender Bank in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Day and not so made available to the account of a Lender Bank on that Banking Day, the Administrative Agent shall reimburse that Lender Bank for the cost to such Lender Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender Bank comprising such BorrowingCommitted Loan. Each payment or prepayment of a Competitive Advance shall be applied to the Competitive Advance Note held by the Bank which made such Competitive Advance. (dc) Each Lender Bank shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Bank shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws Laws, (all such non-non- excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender Bank under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender Bank as is necessary to result in that Lender’s Bank's receiving a net after-Tax amount equal to the amount to which that Lender Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender Bank on account of such Taxes, that Lender Bank shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.5, 3.53.6, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account general operating bank account of Borrower to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account such account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments with respect to Swing Line Obligations and payments pursuant to Sections 3.43.7, 3.53.8, and 11.3, 11.11 and 11.21) or on the Committed Advance Notes or under any other Loan Document shall be made without setoff, counterclaim, recoupment or other deduction of any kind to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California a.m., Las Vegas local time, on the day of payment (which must be a Banking Business Day), other than payments with respect to Swing Line Advances, which must be received by 3:00 p.m., Las Vegas local time, on the day of payment (which must be a Business Day). All payments received after such time, on any Banking Day, these deadlines shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California Las Vegas local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Committed Loan shall be applied pro rata according to the outstanding Committed Advances made by each Lender comprising such BorrowingCommitted Loan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Committed Advance Notes and such record shall, as against BorrowerBorrowers, be presumptive evidence absent manifest error of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Party for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower Borrowers or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Creditor, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income or capital and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and on it, (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which it has failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws Laws, (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Parent or any Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Parent or that Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Parent or the appropriate Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, 12:00 p.m. on the day of payment (which must be a Banking Business Day). All payments received after such time, 12:00 p.m. on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, 12:00 p.m. on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the no Lender shall be liable to any Obligor for any failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender Obligor under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed in lieu of net income taxes by on it, (Aii) any jurisdiction withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting solely from or political subdivision thereofattributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Each payment hereunder (except payments pursuant to Sections 3.43.7, 3.53.8, 11.312.3, 11.11 12.11 and 11.2112.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds (by wire transfer, debit of an account with the Administrative Agent or by other means acceptable to the Administrative Agent) not later than 11:00 a.m. (other than payments with respect to Swing Line Loans, which must be paid directly to the Swing Line Lender and received by 3:00 p.m.), California local time, on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California local time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income and or gross receipts, (ii) franchise taxes imposed in lieu of net income taxes on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” and ", (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iv) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower they shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrower or the relevant Party.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.6, 3.53.7, 11.3, 11.11 11.3 and 11.2111.11) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 12:00 noon, Las Vegas time (other than payments with respect to Swing Line Loans, which must be paid directly to the relevant Swing Line Lender and received by 3:00 p.m., Las Vegas time), on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.12:00 noon, California Las Vegas time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes Other than the Administrative Agent to debit Required Prepayments and fees payable in connection with the Designated Deposit Account to effect any payment due to transactions contemplated by the Lenders or the Administrative Agent pursuant to this Amendment No. 9 and Restatement Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each , each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each the applicable Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to its Note and, subject to Section 10.6(g), each such Advances and such record shall, as against BorrowerBorrower and the Co- Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation and the Co Borrowers’ joint and several obligations to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income and or gross receipts, (ii) franchise taxes imposed in lieu of net income taxes on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business,” and (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iv) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower they shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to BorrowerBorrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Lender, that Lender will be subject to removal in accordance with Section 11.24; provided that Borrower or the relevant Party shall have paid such amount to that Lender and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Lender in writing of their intent to so remove the Lender. (e) All payments to be made by Borrower or any Co-Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.6, 3.512.3, 11.3, 11.11 12.11 and 11.2112.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. A.M. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.A.M., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America, except that payments of principal and interest on Foreign Currency Loans shall be made in the Foreign Currency of that Foreign Currency Loan. (b) Borrower Day Runner hereby authorizes the Administrative Agent to debit (i) the Designated Deposit Concentration Account to effect as of the date any payment due of (A) principal or interest with respect to the Lenders Revolving Loans, (B) commitment fee or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be (C) other amount payable by Borrower Day Runner under this Agreement is due in an amount equal to such payment and/or (ii) the Term Loan Interest Reserve Account as of the date of any payment of principal or interest or other amount payable with respect to the Administrative Agent Term Loans is due in an amount equal to such payment. Day Runner hereby agrees to take such steps as are necessary to assure that the Concentration Account and/or the Term Loan Interest Reserve Account, as the case may be, will, on each such date, have a credit balance in immediately available funds at least equal to the next following Banking Dayamount of such payment. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances Loans made by each Lender comprising such BorrowingLoan, but in the order described in Section 3.2(c). (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances Loans made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against Borrowerthe Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by any Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of income, net income taxes worth or the like by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower the Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that a Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, such Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to the applicable Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.43.7, 3.53.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California 12:00 noon, Las Vegas time (other than payments with respect to Swing Line Loans, which must be paid directly to the relevant Swing Line Lender and received by 3:00 p.m., Las Vegas time), on the day of payment (which must be a Banking Business Day). All payments received after such time, on any Banking Business Day, shall be deemed received on the next succeeding Banking Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m.12:00 noon, California Las Vegas time, on a Banking Business Day and not so made available to the account of a Lender on that Banking Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (dc) Each Lender shall use its best efforts to keep a record (which may be in writing tangible or by an electronic data entry systemor other intangible form) of Advances made by it and payments received by it with respect to each of its Note and, subject to Section 10.6(g), Notes and such record shall, as against BorrowerBorrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation 's and the Co-Borrowers' joint and several obligations to pay the Obligations. (ed) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income and or gross receipts, (ii) franchise taxes imposed in lieu of net income taxes on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.,"

Manner and Treatment of Payments. (a) Each Except as specifically provided in Section 4.6, each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Revolving Notes or under any other Loan Document shall be made to the Administrative Agent Agent, at the Administrative Agent’s 's Office, for the account of each of the Lenders or each of the Issuing Banks (other than any Third Party Issuer) or the LC Guarantor or the Agent, as the case may be, in immediately available funds funds, not later than 11:00 a.m. California 10:00 a.m., Los Angeles time, on the day of such payment is required to 63 be made (which must be a Banking Day). All payments received after such 10:00 a.m., Los Angeles time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender Lender, such Issuing Bank or the LC Guarantor shall be immediately promptly paid by the Administrative Agent to the applicable Lender Lender, such Issuing Bank or the LC Guarantor in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Ratefunds. All payments shall be made in lawful money of the United States of America. Upon the Agent's acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 13.7(d), from and after the effective date of such Assignment and Acceptance, the Agent shall make all payments hereunder and on the Revolving Notes and under any other Loan Documents in respect of the interest assigned thereby to the Assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be made and applied pro rata according to the outstanding Advances made held by each Lender comprising Lender. If the Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify, or the manner in which, such Borrowingfunds are to be applied, the Agent shall first, apply such funds as payments against the principal of the Revolving Advances, and then ratably to all other Obligations; provided that following the occurrence of any Event of Default and during any time that the maturity of the Obligations has been accelerated, all proceeds of any Collateral shall be applied first to the payment of costs and expenses of the Agent and the Lenders as provided in Section 11.2(d). (dc) Each Lender and the Agent shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Revolving Advances made by it and payments received by it with respect to its each Revolving Note and, subject to Section 10.6(g)absent manifest error, such record shall, as against Borrower, shall be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, neither the failure by Agent nor any Lender shall be liable to any Party for any failure to keep such a record shall not affect Borrower’s obligation to pay the Obligationsrecord. (ed) Each payment of any amount payable by the Borrower or and/or any other Party to any Lender under this Agreement or and/or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authorityauthority (other than taxes on income, excluding (i) taxes imposed on gross receipts or measured in whole net worth, or in part by its overall net income and franchise taxes imposed in lieu of such income, gross receipts or net income taxes worth taxes) applicable to the Lenders, the Issuing Banks or the LC Guarantor or any participant of the Lenders. (e) The Register maintained by (Athe Agent pursuant to Section 13.7(c) any jurisdiction (or political subdivision thereof) shall include a control account, and a subsidiary account for each Lender, in which it is organized or maintains its principal office or Eurodollar Lending Office or accounts (Btaken together) shall be recorded (i) the date and amount of each Revolving Loan made and Letter of Credit issued hereunder, and Interest Type of Revolving Advances comprising such Revolving Loan and any jurisdiction (or political subdivision thereof) in which it is “doing business” and Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any withholding taxes principal or other taxes based on gross income imposed interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the United States of America Agent from the Borrower hereunder and each Lender's share thereof. The entries made in the Register shall be conclusive and binding for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21all purposes, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrowermanifest error.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4, 3.5, 11.3, 11.11 and 11.21) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent’s 's Office, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect any payment due to the Lenders or the Administrative Agent pursuant to this Agreement. Any resulting overdraft in the Designated Deposit Account shall be payable by Borrower to the Administrative Agent on the next following Banking Day. (c) Each payment or prepayment on account of any Borrowing shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Borrowing. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

Manner and Treatment of Payments. (a) Each payment hereunder (except payments pursuant to Sections 3.4------ 3.6, 3.53.7, 3.8, 11.3, 11.11 and 11.2111.22) or on the Notes or under any other Loan --- --- --- ---- ----- ----- Document shall be made to the Administrative Agent at the Administrative Agent’s Office's Office for the account of each of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America, except that payments of principal and interest on Foreign Currency ------ Loans, and reimbursement payments in respect of Foreign Currency Letters of Credit, shall be made in the Foreign Currency of that Foreign Currency Loan or Foreign Currency Letter of Credit. (b) Borrower hereby authorizes the Administrative Agent to debit the Designated Deposit Account to effect as of the date any payment of principal, interest, commitment fee or other amount payable by Borrower under this Agreement is due in an amount equal to the Lenders or the Administrative Agent pursuant such payment. Borrower hereby agrees to this Agreement. Any resulting overdraft in take such steps as are necessary to assure that the Designated Deposit Account shall be payable by Borrower will, on each such date, have a credit balance in immediately available funds at least equal to the Administrative Agent on the next following Banking Dayamount of such payment. (c) Each payment or prepayment on account of any Borrowing Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such BorrowingLoan. (d) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Note Notes and, subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evidence ------- of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s 's obligation to pay the Obligations. (e) Each payment of any amount payable by Borrower or any other Party to any Lender under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall --------- net income and franchise taxes imposed in lieu of net income taxes by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “"doing business” " and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws ----- (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “"Taxes”"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (1i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (2ii) pay such additional amount to that Lender as is necessary to result in that Lender’s 's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.