Common use of Manner and Treatment of Payments Clause in Contracts

Manner and Treatment of Payments. a. The amount of each payment under this Agreement or on the Term Note shall be made to Lender in lawful money of the United States of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: All payments received by Lender from Borrower after 12:00 noon, Los Angeles time, on a Business Day, or on a day which is not a Business Day, shall be deemed received on the next succeeding Business Day. b. Whenever any payment to be made pursuant to this Agreement or on the Term Note is due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest. c. Lender shall keep a record of the principal amount of the Term Loan advanced to Borrower by Lender and payments of principal with respect to the Term Note, and such record shall be presumptive evidence of the principal amount owing under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency (except as provided in Section 9.8). e. Borrower shall make all payments required under the Loan Documents regardless of any defense, setoff or counterclaim, including, without limitation, any defense, setoff or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any Governmental Agency and which may adversely affect Borrower's obligation to make, or the right of the holder of the Term Note or the obligee under any other Loan Document to receive, such payments. f. All sums paid by Borrower in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant to the Loan Documents, next to accrued but unpaid interest on the Obligations, and the balance, if any, to principal of the Obligations.

Manner and Treatment of Payments. a. The amount of each payment under this Agreement or on the Term Note shall be made to Lender in lawful money of the United States of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: All payments received by Lender from Borrower after 12:00 noon, Los Angeles time, on a Business Day, or on a day which is not a Business Day, shall be deemed received on the next succeeding Business Day. b. Whenever any payment to be made pursuant to this Agreement or on the Term Note is due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest. c. Lender shall keep a record of the principal amount of the Term Loan advanced to Borrower Advances made by Lender and payments of principal with respect to the Term Note, and such record shall be presumptive evidence of the principal amount owing under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency (except as provided in Section 9.88.8). e. Borrower shall make all payments required under the Loan Documents regardless of any defense, setoff or counterclaim, including, without limitation, any defense, setoff or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any Governmental Agency and which may adversely affect Borrower's obligation to make, or the right of the holder of the Term Note or the obligee under any other Loan Document to receive, such payments. f. All sums paid by Borrower in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant to the Loan Documents, next to accrued but unpaid interest on the Obligations, and the balance, if any, to principal of the Obligations.

Manner and Treatment of Payments. a. The amount of each (a) Each payment under this Agreement or on the Term Note hereunder shall be made to Lender in lawful money the Administrative Agent, at the Administrative Agent's Office, for the account of the United States of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: All payments received by Lender from Borrower after 12:00 noonrelevant Creditor in immediately available funds not later than 1:00 p.m., Los Angeles time, on the day of payment (which must be a Business Day, or ). All payments received after these deadlines on a day which is not a any Business Day, shall be deemed received on the next succeeding Business Day. b. Whenever . The amount of all payments received by the Administrative Agent for the account of any payment Lender shall be promptly paid by the Administrative Agent to be made pursuant to this Agreement or on the Term Note is due on a day that is not a Business Day, payment Lender in immediately available funds. All payments shall be made on in lawful money of the next succeeding Business Day, and such extension United States of time shall be included in the computation of interestAmerica. c. (b) Each Lender shall use its best efforts to keep a record of the principal amount of the Term Loan advanced to Borrower Advances made by Lender it and payments of principal received by it with respect to each of the Term Note, Loans and such record shall shall, as against Borrower, be presumptive evidence of the principal amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Party for any failure to keep such a record. (c) Each payment of any amount owing payable by Borrower or any other Party under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the or any other Loan Documents 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 Agency, central bank or comparable authority (except as provided in Section 9.8other than taxes on overall net income, gross income or gross receipts of a Lender or its Eurodollar Lending Office). e. . To the extent that Borrower shall is obligated by applicable Laws to make all payments required under the Loan Documents regardless any deduction or withholding on account of any defensetaxes, setoff assessments or counterclaim, including, without limitation, any defense, setoff or counterclaim based on any law, rule or policy which is now or hereafter promulgated other charges imposed by any Governmental Agency from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and which may adversely affect Borrower's obligation to make, or pay the right of the holder of the Term Note or the obligee under any other Loan Document to receive, such payments. f. All sums paid by Borrower in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant same to the Loan Documents, next relevant Governmental Agency and (ii) pay such additional amount to accrued but unpaid interest on that Lender as is necessary to result in that Lender's receiving a net after-tax (or after-assessment or after-charge) amount equal to the Obligations, and the balance, if any, amount to principal of the Obligationswhich that Lender would have been entitled under this Agreement absent such deduction or withholding.

Manner and Treatment of Payments. a. The amount of each (a) Each payment under this Agreement hereunder (EXCEPT payments pursuant to SECTIONS 3.6, 3.7, 11.3, 11.11 and 11.22) or on the Term Note Notes or under any other Loan Document shall be made to Lender in lawful money the Agent, at the Agent's Office, for the account of each of the United States of America by wire transfer Banks or the Agent, as follows: FOR ACCOUNT OF: _________________________ A/C#: All payments received by Lender from Borrower after 12:00 noonthe case may be, in immediately available funds not later than 11:00 a.m., Los Angeles time, on the day of payment (which must be a Business Banking Day). All payments received after 11:00 a.m., or Los Angeles time, on a day which is not a Business any Banking Day, shall be deemed received on the next succeeding Business Banking Day. b. Whenever any . The amount of all payments received by the Agent for the account of each Bank shall be immediately paid by the Agent to the applicable Bank in immediately available funds and, if such payment to be made pursuant to this Agreement or on was received by the Term Note is due Agent by 11:00 a.m., Los Angeles time, on a day Banking Day and not so made available to the account of a Bank on that is not a Business Banking Day, the Agent shall reimburse that Bank for the cost to such 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) Each payment or prepayment on the next succeeding Business Day, and such extension account of time any Loan shall be included in applied pro rata according to the computation of interestoutstanding Advances made by each Bank comprising such Loan. c. Lender (c) Each Bank shall use its best efforts to keep a record of the principal amount of the Term Loan advanced to Borrower Advances made by Lender it and payments of principal received by it with respect to the Term Noteeach of its Notes and, and subject to Section 10.6(g), such record shall shall, as against Borrower, be presumptive evidence of the principal amounts owing. Notwithstanding the foregoing sentence, no Bank shall be liable to any Party for any failure to keep such a record. (d) Each payment of any amount owing payable by Borrower or any other Party under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the or any other Loan Documents 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 Agency, central bank or comparable authority, EXCLUDING (except as provided i) taxes imposed on or measured in Section 9.8whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, 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" (unless it would not be doing business in such jurisdiction (or political subdivision thereof) absent the transactions contemplated hereby). e. Borrower shall make all payments required under the Loan Documents regardless of , (ii) any defense, setoff withholding taxes or counterclaim, including, without limitation, any defense, setoff or counterclaim other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or policy which is now regulation or hereafter promulgated any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) 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 excluded taxes, assessments or other charges being hereinafter referred to as "Excluded Taxes"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of taxes, assessments and other charges (OTHER THAN Excluded Taxes) from any amount payable to any Bank under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and which may adversely affect Borrower(ii) pay such additional amount to that Bank as is necessary to result in that Bank's obligation to make, or the right of the holder of the Term Note or the obligee under any other Loan Document to receive, such payments. f. All sums paid by Borrower in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant receiving a net after-tax amount equal to the Loan Documentsamount to which that 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 Bank on account of such taxes, next assessments and other charges, that Bank shall promptly refund such excess to accrued but unpaid interest on the Obligations, and the balance, if any, to principal of the ObligationsBorrower.

Manner and Treatment of Payments. a. The amount of each (a) Each payment under this Agreement hereunder (except payments pursuant to Sections 2.10, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Term Note Notes, on the Swing Line Documents or under any other Loan Document shall be made to Lender in lawful money the Administrative Agent, at the Administrative Agent's Office, for the account of each of the United States Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. on the day of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: payment (which must be a Banking Day). All payments received by Lender from Borrower after 12:00 noon, Los Angeles time, 11:00 a.m. on a Business Day, or on a day which is not a Business any Banking Day, shall be deemed received on the next succeeding Business Banking Day. b. Whenever any . 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 to be made pursuant to this Agreement or on was received by the Term Note is due Administrative Agent by 11:00 a.m. on a day Banking Day and not so made available to the account of a Lender on that is not a Business 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) Each payment or prepayment on the next succeeding Business Day, and such extension account of time any Loan (other than Swing Line Advances) shall be included in applied pro rata according to the computation of interestoutstanding Advances made by each Lender comprising such Loan. c. (c) Each Lender shall use its best efforts to keep a record of the principal amount of the Term Loan advanced to Borrower Advances made by Lender it and payments of principal received by it with respect to the Term Noteeach of its Notes and, and subject to Section 10.6(g), such record shall, as against Borrower, be presumptive evi dence of the amounts owing. Notwithstanding the foregoing sentence, no Lender shall be presumptive evidence liable to any Obligor for any failure to keep such a record. (d) Each payment of the principal any amount owing payable by Borrower or any other Obligor under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the or any other Loan Documents 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 Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (except as provided i) taxes imposed on or measured in Section 9.8). e. Borrower shall make all payments required under the Loan Documents regardless of whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any defense, setoff withholding taxes or counterclaim, including, without limitation, any defense, setoff or counterclaim 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 attributable to any change in any law, rule or policy which is now regulation or hereafter promulgated any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) 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 (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and which may adversely affect Borrower(ii) pay such additional amount to that Lender as is necessary to result in that Lender's obligation to make, or the right of the holder of the Term Note or the obligee under any other Loan Document to receive, such payments. f. All sums paid by Borrower in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant receiving a net after-Tax amount equal to the Loan Documentsamount 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, next that Lender shall promptly refund such excess to accrued but unpaid interest on the Obligations, and the balance, if any, to principal of the ObligationsBorrower.

Manner and Treatment of Payments. a. The amount of each (a) Each payment under this Agreement hereunder (except payments pursuant to Sections 3.5, 3.6, 11.3, 11.10 and 11.20) or on the Term Note Notes or under any other Loan Document shall be made to Lender in lawful money the Agent, at the Agent's Office, for the account of each of the United States Banks or the Agent, as the case may be, in immediately available funds (for which evidence may be given by notification of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: a Fed Funds reference number) not later than 11:00 a.m., San Francisco time, on the day of payment (which must be a Banking Day). All payments received by Lender from Borrower after 12:00 noon11:00 a.m., Los Angeles San Francisco time, on a Business Day, or on a day which is not a Business any Banking Day, shall be deemed received on the next succeeding Business Banking Day. b. Whenever any . The amount of all payments received by the Agent for the account of each Bank shall be immediately paid by the Agent to the applicable Bank in immediately available funds and, if such payment to be made pursuant to this Agreement or on was received by the Term Note is due Agent by 11:00 a.m., San Francisco time, on a day Banking Day and not so made available to the account of a Bank on that is not a Business Banking Day, the Agent shall reimburse that Bank for the cost to such 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) Each payment or prepayment on account of any Loan shall be applied pro rata according to the next succeeding Business Dayoutstanding Advances made by each Bank comprising such Loan. (c) imposed by any Governmental Agency, central bank or comparable authority, excluding, in the case of each Bank, the Agent, the Co-Agent and each Eligible Assignee, 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 on it, 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" (unless it would not be doing business in such extension jurisdiction (or political subdivision thereof) absent the transactions contemplated hereby), (ii) any withholding taxes or other taxes based on gross income imposed by the United States of time shall be included America (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 computation interpretation or administration of interest. c. Lender shall keep a record any law, rule or regulation by any Governmental Agency after the date of this Agreement) or (iii) any withholding taxes or other taxes based on gross income imposed by the principal amount United States of the Term Loan advanced to Borrower by Lender and payments of principal America for any period with respect to which it has failed to provide Borrower with the Term Noteappropriate form or forms required by Section 11.19, and to the extent such record shall be presumptive evidence of the principal amount owing under this Agreement and the Term Note. d. Each payment of principal and interest and forms are then required by applicable Laws, (all other amounts payable by Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without reduction by reason of, any such non-excluded taxes, assessments or other charges imposed being hereinafter referred to as "Taxes"). To the extent that Borrower is obligated by applicable Laws to make any Governmental Agency (except as provided in Section 9.8). e. deduction or withholding on account of Taxes from any amount payable to any Bank under this Agreement, Borrower shall (i) make all payments required under such deduction or withholding and pay the Loan Documents regardless of any defense, setoff or counterclaim, including, without limitation, any defense, setoff or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any same to the relevant Governmental Agency and which may adversely affect Borrower(ii) pay such additional amount to that Bank as is necessary to result in that Bank's obligation to make, or the right of the holder of the Term Note or the obligee under any other Loan Document to receive, such payments. f. All sums paid by Borrower in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant receiving a net after-Tax amount equal to the Loan Documentsamount to which that 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 Bank on account of such Taxes, next that Bank shall promptly refund such excess to accrued but unpaid interest on the Obligations, and the balance, if any, to principal of the ObligationsBorrower.

Manner and Treatment of Payments. a. The amount of each (a) Each payment under this Agreement hereunder (except payments pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Term Note Notes, on the Swing Line Documents or under any other Loan Document shall be made to Lender in lawful money the Administrative Agent, at the Administrative Agent’s Office, for the account of each of the United States Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. on the day of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: payment (which must be a Banking Day). All payments received by Lender from Borrower after 12:00 noon, Los Angeles time, 11:00 a.m. on a Business Day, or on a day which is not a Business any Banking Day, shall be deemed received on the next succeeding Business Banking Day. b. Whenever any . 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 to be made pursuant to this Agreement or on was received by the Term Note is due Administrative Agent by 11:00 a.m. on a day Banking Day and not so made available to the account of a Lender on that is not a Business 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) Each payment or prepayment on the next succeeding Business Day, and such extension account of time any Loan (other than Swing Line Advances) shall be included in applied pro rata according to the computation of interestoutstanding Advances made by each Lender comprising such Loan. c. (c) Each Lender shall use its best efforts to keep a record of the principal amount of the Term Loan advanced to Borrower Advances made by Lender it and payments of principal received by it with respect to the Term Noteeach of its Notes and, and subject to Section 10.6(g), such record shall shall, as against Borrower, be presumptive evidence of the principal amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Obligor for any failure to keep such a record. (d) Each payment of any amount owing payable by Borrower or any other Obligor under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the or any other Loan Documents 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 Agency, central bank or comparable authority, excluding, in the case of each Lender, the Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR Office thereof, (except as provided i) taxes imposed on or measured in Section 9.8). e. Borrower shall make all payments required under the Loan Documents regardless of whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any defense, setoff withholding taxes or counterclaim, including, without limitation, any defense, setoff or counterclaim other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or policy which is now regulation or hereafter promulgated any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) 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 (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and which may adversely affect Borrower's obligation (ii) pay such additional amount to make, or the right of the holder of the Term Note or the obligee under any other Loan Document that Lender as is necessary to receive, such payments. f. All sums paid by Borrower result in connection with the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant that Lender’s receiving a net after-Tax amount equal to the Loan Documentsamount 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, next that Lender shall promptly refund such excess to accrued but unpaid interest on the Obligations, and the balance, if any, to principal of the ObligationsBorrower.

Manner and Treatment of Payments. a. The amount of each (a) Each payment under this Agreement or on the Term Note hereunder shall be made to Lender in lawful money the Administrative Agent, at the Administrative Agent's Office, for the account of the United States of America by wire transfer as follows: FOR ACCOUNT OF: _________________________ A/C#: All payments received by Lender from Borrower after 12:00 noonrelevant Creditor Party in immediately available funds not later than 11:00 a.m., Los Angeles time, on the day of payment (which must be a Business Day, or ). All payments received after these deadlines on a day which is not a any Business Day, shall be deemed received on the next succeeding Business Day. b. Whenever . The amount of all payments received by the Administrative Agent for the account of any payment Lender shall be promptly paid by the Administrative Agent to be made pursuant to this Agreement or on the Term Note is due on a day that is not a Business Day, payment Lender in immediately available funds. All payments shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interestDollars. c. (b) Each Lender shall use its best efforts to keep a record of the principal amount of the Term Loan advanced to Borrower Advances made by Lender it and payments of principal received by it with respect to each of the Term Note, Loans and such record shall shall, as against each Borrower, be presumptive evidence of the principal amounts owing. Notwithstanding the foregoing sentence, no Lender shall be liable to any Party for any failure to keep such a record. (c) Each payment of any amount owing payable by a Borrower or any other Party under this Agreement and the Term Note. d. Each payment of principal and interest and all other amounts payable by Borrower under this Agreement and the or any other Loan Documents 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 Agency, central bank or comparable authority (except as provided in Section 9.8other than taxes on overall net income, gross income or gross receipts of a Lender or its Eurodollar Lending Office). e. . To the extent that a Borrower shall is obligated by applicable Laws to make all payments required under the Loan Documents regardless any deduction or withholding on account of any defensetaxes, setoff assessments or counterclaim, including, without limitation, any defense, setoff or counterclaim based on any law, rule or policy which is now or hereafter promulgated other charges imposed by any Governmental Agency and which may adversely affect Borrower's obligation from any amount payable to make, or the right of the holder of the Term Note or the obligee any Lender under any other Loan Document to receivethis Agreement, such payments. f. All sums paid by Borrower in connection with shall (i) make such deduction or withholding and pay the Loan Documents shall be applied first to sums, other than principal and interest, due pursuant same to the Loan Documents, next relevant Governmental Agency and (ii) pay such additional amount to accrued but unpaid interest on that Lender as is necessary to result in that Lender's receiving a net after-tax (or after-assessment or after-charge) amount equal to the Obligations, and the balance, if any, amount to principal of the Obligationswhich that Lender would have been entitled under this Agreement absent such deduction or withholding.