Common use of Method and Place of Payment Clause in Contracts

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer Issuers entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in DollarsDollars (other than for repayment of principal and interest on Revolving Credit Loans and reimbursements of Letters of Credit, in each case made in an Alternative Currency, which shall be repaid in such Alternative Currency). The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. All payments under this Agreement and under any Note shall be made (ai) Except to the Administrative Agent at its Notice Office for the account of the Lender or Lenders entitled thereto, or, except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerdirectly to such Lender or Lenders, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the each case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made (or, in connection with any prepayment of all outstanding Term Loans, such later time on the specified prepayment date as the Administrative Agent may agree), (ii) in U.S. Dollars in immediately available funds and (iii) free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Any payment received after such time on such date referred to in the first sentence of this Section 5.03 shall, at the option of the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause deemed to be distributed on the same day (if payment was actually have been received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating . Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension. Unless the Administrative Agent shall have received notice from Lead Borrower prior to the date on which any payment is due to the Administrative Agent for the account of principal or interest or Fees ratably the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders entitled theretothe amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including 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 a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. All payments under this Agreement and under any Note shall be made (ai) Except to the Administrative Agent at its Notice Office for the account of the Lender or Lenders entitled thereto, or, except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerdirectly to such Lender or Lenders, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the each case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made (or, in immediately available funds at connection with any prepayment of all outstanding Loans, such later time on the Administrative Agent’s Office or at such other office specified prepayment date as the Administrative Agent shall specify for such purpose by notice to the Borrower may agree), (ii) in U.S. Dollars (or, (i) in the case of the Swingline LoansAncillary Facility denominated in another currency, such other currency) in immediately available funds and (iii) free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Any payment received after such time on such date referred to in the first sentence of this Section 5.03 shall, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case option of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause deemed to be distributed on the same day (if payment was actually have been received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating . Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension. 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 principal or interest or Fees ratably the Lenders 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 Lenders entitled theretothe amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including 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 Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower or the Canadian Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer, the Canadian Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, ) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s Office and (ii) in the case of amounts payable in a Canadian Dollars, in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower or the Canadian Borrower, as the case may be, to the Administrative Agent to make a payment from the funds in the Borrower’s or the Canadian Borrower’s, as the case may be, account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated and all other payments under each Credit Document shallor (iii) in the case of any indemnification or expense reimbursement payment, unless otherwise specified in such Credit Document, be made in Dollars, except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the applicable Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans Loans, to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time) (or, in the case of Loans denominated in Alternative Currencies, not later than the local time in the place of settlement for such Alternative Currency as may be determined by the applicable Administrative Agent), in each case, case on the date when due and shall be made in immediately available funds at the applicable Administrative Agent’s Office with respect to the applicable currency or at such other office as the such Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the applicable Administrative Agent to make a payment from the funds in the Borrower’s account at the applicable Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The applicable Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the such Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrowers (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerBorrowers), it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) (i) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrowerto Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), local time in each case, the city in which the Payment Office for the payment is located) on the date when due and shall be made in immediately available funds in the Applicable Currency and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the U.S. Borrower to the Administrative Agent to make a payment from the funds in the U.S. Borrower’s account at the Administrative Agent’s Payment Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, 12:00 Noon or local time in the city in which the Payment Office for the payment is located on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled theretoto receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by Administrative Agent in full on the same day (if payment was actually received by Administrative Agent prior to 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may bemay, be not later than 2:00 p.m. (New York City Toronto time), in each case, on the date when due and shall be made in immediately available funds Same Day Funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Representative (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerRepresentative), it being understood that written or facsimile notice by the Borrower Representative to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City Toronto time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) To the extent that funds are available pursuant to the Priority of Payments, all payments by the Borrower in respect of Secured Loans hereunder and all fees hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (acting at the written direction of 100% of the Lenders) to the Collateral Trustee, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Loan Agent for the ratable (based on their applicable Percentages) account of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 1 (or, (i) or in the case of Assignment Agreement, as applicable). Each Lender may direct the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice Loan Agent to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by direct the Borrower to make payments directly to such Lender or as otherwise designated by such Lender; provided that the Administrative Agent Borrower shall not be bound to make a payment from such payments directly to such Lender until directed in writing by the funds in the Borrower’s account at the Administrative Loan Agent’s Office shall constitute the making of such . Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the extent of such funds held in such account. All repayments or prepayments of any Loans (whether due date thereof shall be extended to the succeeding Business Day and, with respect to payments of principal, interest shall accrue during such extension at the applicable rate in effect immediately prior to such extension. For the avoidance of doubt, all payments by the Borrower of principal and interest in respect of Secured Loans, or otherwise) hereunder any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the currency Loan Register; provided that if all or a portion of the Secured Loan has been assigned pursuant to Section 7.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such Loans are denominated assignor and all other payments under each Credit Document shallassignee were registered, unless otherwise specified respectively, as the Lender in the Loan Register during such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled theretoInterest Accrual Period.

Method and Place of Payment. (a) Except Each payment by Borrower hereunder or under the Note shall be payable at such place as otherwise specifically Lender may designate from time to time in writing, on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Each payment by Borrower hereunder or under the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 1:00 p.m., New York City time, on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any payment hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day preceding such scheduled due date. Notwithstanding the foregoing or anything else in this Agreement or the other Loan Documents to the contrary, provided hereinno Event of Default has occurred and is continuing, all payments under Borrower’s obligations with respect to the monthly payment of Debt Service and amounts required to be deposited into the Reserve Accounts pursuant to the terms of this Agreement shall be made by the Borrowerdeemed satisfied, without set-off, counterclaim and no default interest or deduction of any kindlate charge shall be assessed under clauses (c) and (d) above, to the Administrative Agent for the ratable account of the Lenders (or, (i) extent sufficient amounts are deposited in the case of the Swingline Loans Mezzanine Cash Management Account to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, satisfy such obligations on the date when due and shall be made dates each such payment is required, regardless of whether any of such amounts are so applied by Lender, so long as Lender’s access to such money has not been constrained or constricted in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose any manner, including by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose any action by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to contest the Administrative Agent to make a payment release of funds from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to Mezzanine Cash Management Account for the payment of principal Debt Service or interest or Fees ratably to the Lenders entitled theretootherwise.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the US Borrower or the UK Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, Local Time) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s 's Office and (ii) in the case of amounts payable in a Foreign Currency, in immediately available funds at the Administrative Agent's Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the US Borrower or the UK Borrower, as the case may be, to the Administrative Agent to make a payment from the funds in the US Borrower’s 's or the UK Borrower's, as the case may be, account at the Administrative Agent’s 's Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are denominated and Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated, (iii) in the case of any indemnification or expense reimbursement payment, in Dollars or Euro, as requested by the Person entitled to receive such payment, or (iv) in all other payments under each Credit Document shallcases, unless otherwise specified in such Credit Document, be made in Dollars, in each case except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City timeLocal Time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement or any Revolving Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. 12:00 Noon (New York City time), local time in each case, the city in which the Payment Office for the respective payments is located) on the date when due and shall be made in (x) Dollars in immediately available funds at the Administrative Agent’s appropriate Payment Office or at such other office as of the Administrative Agent shall specify for such purpose by notice in respect of any obligation of the Borrowers under this Agreement except as otherwise provided in the immediately following clause (y) and (y) subject to the Borrower provisions of Section 2.17, in the relevant Applicable Currency in immediately available funds at the appropriate Payment Office (or, (i) which in the case of Canadian Revolving Loans must be located in Canada) of the Swingline Administrative Agent, if such payment is made in respect of (i) principal of, the Face Amount of or interest on Alternate Currency Revolving Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and or (ii) any increased costs, indemnities or other amounts owing with respect to Alternate Currency Revolving Loans (or Commitments relating thereto), in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment this clause (ii) to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made the respective Lender which is charging same denominates the amounts owing in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsrelevant Applicable Currency. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York City time) or, otherwise, on local time in the next Business Daycity in which such payments are to be made)) like funds relating to the payment of principal or principal, interest or Fees ratably to the Lenders entitled thereto. Any payments under this Agreement which are made later than 12:00 Noon (local time in the city in which such payments are to be made) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder or under any Revolving Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest and fees shall be payable at the applicable rate during such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled theretoor the Swingline Lender, as the case may be, not later than 2:00 p.m. 12:00 Noon (New York City time), in each case, Local Time) on the date when due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent’s Office and (ii) in the case of amounts payable in a Foreign Currency, in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans payments under each Credit Document (whether of principal, interest or otherwise) hereunder shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loans are denominated and Loan is denominated, (ii) in the case of reimbursement obligations in respect of Letters of Credit, in the currency in which such Letter of Credit is denominated, (iii) in the case of any indemnification or expense reimbursement payment, in Dollars or Euro, as requested by the Person entitled to receive such payment, or (iv) in all other payments under each Credit Document shallcases, unless otherwise specified in such Credit Document, be made in Dollars, in each case except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City timeLocal Time) or, otherwise, on the next Business Daysuch day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) To the extent that funds are available pursuant to the Priority of Payments, all payments by the Borrower in respect of Secured Loans hereunder and all fees hereunder shall be made in Dollars. Except as otherwise specifically provided herein, unless otherwise directed in writing by the Loan Agent (acting at the written direction of 100% of the Lenders) to the Trustee, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Loan Agent for the ratable (based on their applicable Percentages) account of the Lenders entitled thereto (orwhich funds, (i) in the case of the Swingline Loans if delivered to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled theretoLoan Agent, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City timeLoan Agent shall promptly forward to such Lenders), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower account with the wire instructions specified in Schedule 1 (or, (i) or in the case of Assignment Agreement, as applicable). Each Lender may direct the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice Loan Agent to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by direct the Borrower to make payments directly to such Lender or as otherwise designated by such Lender; provided that the Administrative Agent Borrower shall not be bound to make a payment from such payments directly to such Lender until directed in writing by the funds in the Borrower’s account at the Administrative Loan Agent’s Office shall constitute the making of such . Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the extent of such funds held in such account. All repayments or prepayments of any Loans (whether due date thereof shall be extended to the succeeding Business Day and, with respect to payments of principal, interest shall accrue during such extension at the applicable rate in effect immediately prior to such extension. For the avoidance of doubt, all payments by the Borrower of principal and interest in respect of Secured Loans, or otherwise) hereunder any other amounts owed to a Lender hereunder, payable on a Payment Date shall be made to the Lender of record identified in the currency Loan Register; provided that if all or a portion of the Secured Loan has been assigned pursuant to Section 7.4(c) below since the first date of the corresponding Interest Accrual Period, the Loan Agent shall allocate payments in respect of such Secured Loan to the assignor of such Secured Loan and the assignee of such Secured Loan based on the actual number of days on which such Loans are denominated assignor and all other payments under each Credit Document shallassignee were registered, unless otherwise specified respectively, as the Lender in the Loan Register during such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled theretoInterest Accrual Period.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lender or Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, thereto not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made in Dollars in immediately available funds at the Administrative Agent’s Office Payment Office. Whenever any payment to be made hereunder or at such other office as under any Note shall be stated to be due on a day which is not a Business Day, the Administrative Agent due date thereof shall specify for such purpose by notice be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension. (b) Each Borrower and each Guarantor shall, along with the Collateral Agent and certain financial institutions with which the Borrowers and Guarantors maintain Deposit Accounts (orthe “Collection Banks”), enter into on or prior to (ix) in the case of any Deposit Account containing amounts included in the Swingline LoansBorrowing Base pursuant to clause (i) of the definition thereof, at the 5th Business Day following the Effective Date (it being understood that the Borrowers may deliver an updated Borrowing Base Certificate removing such office amounts from the Borrowing Base, in which case clause (y) below shall apply) and (y) in any other case, the 90th day following the Effective Date (in each case, as such date may be extended from time to time by the Swingline Lender Administrative Agent in its sole discretion) and thereafter maintain separate Cash Management Control Agreements with respect to all Deposit Accounts (other than Excluded Accounts). Each Credit Party shall specify for such purpose by Notice instruct all Account Debtors of the Credit Parties to remit all payments to the Borrower applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and (ii) deposited in the applicable Collection Account. All amounts received by any Credit Party and any Collection Bank in respect of any Account, in addition to all other cash received from any other source, shall upon receipt be deposited into a Collection Account or directly into a Concentration Account or, to the extent permitted hereunder in the case of Additional Swingline Loansamounts not constituting payments in respect of Accounts of a Credit Party, at such office as an Excluded Account. Each Credit Party shall, along with the Additional Swingline Lender shall specify for such purpose by Notice Collateral Agent and each of those banks or other Persons in which any Securities Accounts (other than Excluded Accounts) are maintained, enter into on or prior to the Borrower), it being understood that written or facsimile notice by 90th day following the Borrower Effective Date (as such date may be extended from time to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received time by the Administrative Agent prior in its sole discretion) and thereafter maintain separate Cash Management Control Agreements. (c) All amounts held in all of the Collection Accounts and Disbursement Accounts (but not Excluded Accounts) with respect to 2:00 p.m. each Credit Party shall be wired by the close of business on each Business Day into one or more concentration accounts (New York City timeeach, a “Concentration Account”) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.with 79 #93457508v14

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrowers (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the BorrowerBorrowers), it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in the Borrower’s Borrowers’ account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other -130- payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of the Swingline Loans, at the Swingline Lender’s sole discretion). Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 5.4

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars to the Administrative Agent for the ratable account of the applicable Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the applicable Letter of Credit Issuer entitled theretoor the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower)Office, it being understood that that, with respect to any payment, if the Borrower then maintains a demand deposit account with the Administrative Agent (the “Borrower Account”), the Borrower Account is included in the most recent “Borrower Detail Form” addressed to the Administrative Agent, executed by an Authorized Officer of the Borrower and delivered to the Administrative Agent, and the Borrower has sufficient funds in the Borrower Account to make such payment, written or facsimile notice by the Borrower to instructing the Administrative Agent to make a payment from the funds in the Borrower’s account Borrower Account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarspayment. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled theretothereto or to the applicable Letter of Credit Issuer or the Swingline Lender, as applicable.

Method and Place of Payment. (a) Except as otherwise specifically provided hereinin Section 5.4 with respect to taxes, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, Borrower without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time)12:00 p.m., in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by written notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Term Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, shall be made in Dollars. The Administrative Agent 118 will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 12:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees fees ratably to the Lenders entitled thereto.. (b) Any payments under this Agreement that are made later than 12:00 p.m. shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 5.4 Net Payments (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any Guarantor or the Administrative Agent shall be required by Applicable Law (as determined in the good faith discretion of an applicable withholding agent) to deduct or withhold any Taxes from such payments, then (i) the Borrower or such Guarantor or the Administrative Agent shall make such deductions or withholdings and (ii) the Borrower or such Guarantor or the Administrative Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with Applicable Law. If such a Tax is an Indemnified Tax, the sum payable by the Borrower or any Guarantor shall be increased as necessary so that after making all such required deductions and withholdings (including such deductions or withholdings applicable to additional sums payable under this Section 5.4), the Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes are payable by the Borrower or such Guarantor, as promptly as practicable thereafter, the Borrower or Guarantor shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to the Administrative Agent or such Lender, as applicable, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. (b) The Borrower shall timely pay to the relevant Governmental Authority Other Taxes in accordance with Applicable Law, or at the option of any Agent, timely reimburse it for the payment of any Other Taxes that are paid by such Agent to the relevant Governmental Authority in accordance with Applicable Law. (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within fifteen Business Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Credit Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.4) payable or paid by such Agent or Lender or required to be withheld or deducted from a payment to such Agent or Lender and any reasonable out-of-pocket expenses arising therefrom

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such -92- purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 5.4

Method and Place of Payment. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically expressly provided herein, all payments under this Agreement by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m. on the date specified herein. If, for any reason, the Borrower is prohibited by any Applicable Law from making any required payment hereunder in any Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Amount of the applicable foreign currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the BorrowerAdministrative Agent after 2:00 p.m. (New York, without set-offNew York time) shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. 132 (b) Unless the Borrower has notified the Administrative Agent, counterclaim or deduction of prior to the date any kind, payment is required to be made by it to the Administrative Agent hereunder for the ratable account of any Lender or an L/C Issuer hereunder, that the Lenders Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (orbut shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender or L/C Issuer. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or L/C Issuer shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer in Same Day 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 such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (c) A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 5.3 shall be conclusive, absent manifest error. 5.4 Net Payments (a) Any and all payments made by or on behalf of the Borrower or any Guarantor under this Agreement or any other Credit Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if the Borrower or any Guarantor or the Administrative Agent shall be required by Applicable Law (as determined in the good faith discretion of an applicable withholding agent) to deduct or withhold any Taxes from such payments, then (i) in the case of Borrower or such Guarantor or the Swingline Loans to the Swingline Lender Administrative Agent shall make such deductions or withholdings and (ii) in the case of Additional Swingline Loans Borrower or such Guarantor or the Administrative Agent shall timely pay the full amount deducted or withheld to the Additional Swingline Lender) entitled theretorelevant Governmental Authority within the time allowed and in accordance with Applicable Law. If such a Tax is an Indemnified Tax, the Letter of Credit Issuer entitled theretosum payable by the Borrower or any Guarantor shall be increased as necessary so that after such deduction or withholding had been made (including such deductions or withholdings applicable to additional sums payable under this Section 5.4), the Administrative Agent, the Collateral Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes are payable by the Borrower or such Guarantor, as promptly as practicable thereafter, the Borrower or the Guarantor shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt (or other evidence acceptable to the Administrative Agent or such Lender, acting reasonably) received by the Borrower or such Guarantor showing payment thereof. (b) The Borrower shall timely pay to the relevant Governmental Authority Other Taxes in accordance with Applicable Law, or at the option of the Administrative Agent, timely reimburse it for the payment of any Other Taxes that are paid by the Administrative Agent to the relevant Governmental Authority in accordance with Applicable Law. (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral Agent and each Lender within fifteen Business Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on the Administrative Agent, the Collateral Agent or such Lender as the case may be (including Indemnified Taxes imposed or asserted on or 133 attributable to amounts payable under this Section 5.4) payable or paid by such Agent or Lender or required to be withheld or deducted from a payment to such Agent or Lender and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not later than 2:00 p.m. such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth reasonable detail as to the amount of such payment or liability delivered to the Borrower by a Lender (New York City timewith a copy to the Administrative Agent), the Administrative Agent or the Collateral Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. (d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 13.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, on the date when due and shall be made in immediately available funds at that are payable or paid by the Administrative Agent’s Office Agent in connection with this Agreement or at any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such other office Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall specify be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d). (e) Any Non-U.S. Lender claiming a basis for an exemption from or reduction of withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or under any treaty to which such purpose by notice jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall, to the extent it is legally able to do so, deliver to the Borrower (or, (i) in with a copy to the case of the Swingline LoansAdministrative Agent), at such office as the Swingline Lender shall specify for such purpose time or times prescribed by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written Applicable Law or facsimile notice reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding or as will permit the Borrower or the Administrative Agent to make a payment from determine the funds in withholding or deduction required to be made. In addition, any Lender, if requested by the Borrower’s account at Borrower or the Administrative Agent’s Office , shall constitute deliver such other documentation prescribed by Applicable Law or reasonably requested by the making of such payment to the extent of such funds held in such account. All repayments Borrower or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior as will enable the Borrower or the Administrative Agent to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the payment contrary in this Section 5.4(e), the completion, execution and submission of principal such documentation (other than such documentation set forth in Section 5.4(f), 5.4(h) and 5.4(i) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or interest submission would subject such Lender to any material unreimbursed cost or Fees ratably to expense or would materially prejudice the Lenders entitled theretolegal or commercial position of such Lender.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative 117 Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) or in the case of the Swingline Loans Loans, to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.. (b) Any payments under this Agreement that are made later than 12:00 noon (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion for purposes of calculating interest thereon (or, in the case of Swingline Loans, at the Swingline Xxxxxx’s sole discretion). Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 5.4

Method and Place of Payment. (a) (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments under this Agreement shall be made by the Borrower, without deduction for any set-off, counterclaim or deduction recoupement of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars (or, in respect of Obligations denominated in an Alternative Currency, in such Alternative Currency) to the Administrative Agent for the ratable account of the applicable Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the applicable Letter of Credit Issuer entitled theretoor the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 2:00 p.m. (New York City time), in each case, ) on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written written, electronic or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) in like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.thereto or to the applicable Letter of Credit Issuer or the Swingline Lender, as applicable. (b) For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) may be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 5.4

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the BorrowerBorrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders entitled thereto (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. 12:00 noon (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower Borrower, (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice notice to the Borrower), ) it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account; provided that in connection with any prepayment resulting in the Termination Date, such payment shall instead be made by 5:00 p.m. (New York City time) on the Termination Date. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the Lenders (or, (i) in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower (or, (i) in the case of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if 109 payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto.

Method and Place of Payment. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically expressly provided herein, all payments under this Agreement by the Borrower hereunder shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of the respective Lenders (orto which such payment is owed, (i) at the applicable Administrative Agent’s Office for payment and in the case of the Swingline Loans to the Swingline Lender and (ii) in the case of Additional Swingline Loans to the Additional Swingline Lender) entitled thereto, the Letter of Credit Issuer entitled thereto, as the case may be, Same Day Funds not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office as the Administrative Agent shall specify specified herein. If, for such purpose by notice to any reason, the Borrower (oris prohibited by any Applicable Law from making any required payment hereunder in any Alternative Currency, (i) the Borrower shall make such payment in Dollars in the case Dollar Amount of the Swingline Loans, at such office as the Swingline Lender shall specify for such purpose by Notice to the Borrower and (ii) in the case of Additional Swingline Loans, at such office as the Additional Swingline Lender shall specify for such purpose by Notice to the Borrower), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a applicable foreign currency payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollarsamount. The Administrative Agent will thereafter cause promptly distribute to be distributed on the same day each Lender its Pro Rata Share (if or other applicable share as provided herein) of such payment was actually in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent prior to after 2:00 p.m. (New York, New York City time) or, otherwise, shall in each case be deemed received on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. (b) like funds relating Unless the Borrower has notified the Administrative Agent, prior to the date any payment of principal or interest or Fees ratably is required to be made by it to the Lenders entitled theretoAdministrative Agent hereunder for the account of any Lender or an L/C Issuer hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender or L/C Issuer. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or L/C Issuer shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer in Same Day 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 such Lender or L/C Issuer to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect. (c) A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 5.3 shall be conclusive, absent manifest error.