Common use of Payment Procedure Clause in Contracts

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (xare of Agent's Eurodollar Lending Office, for the ratable benefit Eurodollar-based Advances and portions of the Revolving Credit Lenders in Term Loan bearing interest at the case of payments in respect of the Revolving CreditEurodollar-based Rate). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds received to each Bank as appropriate, or, in respect of Eurodollar-based Advances and currenciesportions of the Term Loan bearing interest at the Eurodollar-based Rate, of all amounts received by it for the account of to such LenderBank's Eurodollar Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances or any portion of the Term Loan which bears interest at the Prime-based Rate, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter (ii) with respect to Eurodollar-based Advances or any portion of the Term Loan which bears interest at a rate the Eurodollar-based Rate, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 12:00 p.m. (Detroit Pacific time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx 000 Xxxxxxxx Xxxxxx, XxxxxxxMC3289, Xxxxxxxx 00000-0000Detroit, Michigan 48226, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders. Any payment received by the Agent after 1:00 12:00 p.m. (Detroit Pacific time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Administrative Agent not later than 1:00 p.m. (Detroit New York time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Administrative Agent at Administrative Agent's ’s office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000identified on Schedule 13.6the Principal Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCreditany Facility and any Letter of Credit Obligations. Subject to Sections 2.7 and 2.10, at the time of payment, the Borrower shall notify Administrative Agent as to which Borrowings are being repaid. Any payment received by the Administrative Agent after 1:00 p.m. (Detroit New York time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Administrative Agent shall have been notified in writing by Borrower at least two (2) Business Days Xxxxxx or prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1.1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this . MRC Energy Company Credit Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.115

Payment Procedure. (a) All payments to be made by Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditTerm Loan A Lenders. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Term Loan Lender, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit the respective Term Loans Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) or upon the capitalization of the Agent or any Lender as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by BorrowerBorrowers. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon. Borrowers shall be reimbursed by the applicable Lender for any payment made by Borrowers under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of the Borrowers’ payment. Borrowers shall be entitled to receive any refund of any taxes previously paid by Borrowers under this Section 10.1.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 12:00 noon (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (xare of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency- 71 79 EXHIBIT 10.1 based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrower.the Company. As used herein, the terms "tax", "taxes" and "taxation" include all existing or future income, stamp or other taxes (excluding, in the case of the Agent and each Bank, net income and franchise taxes imposed on the Agent or such Bank by the jurisdiction under the laws of which the Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Bank's domestic lending office or Eurocurrency Lending Office, as the case may be, is located or any political subdivision or taxing authority thereof or therein) levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions hereunder, or the payment and or receipt of funds hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, Agent or any of the Banks). 80 EXHIBIT 10.1

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars or fees Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit Minneapolis time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueLenders, at Agent’s office located at Minneapolis, Minnesota. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, Lender in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower the Company is due that Borrower the Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower the Company has not in fact remitted such payment to the Agent, Agent each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable same may vary from time to such Revolving Credit Advancestime. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.1311.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower the Company is compelled by law to make payment subject to such tax. In such event, Borrower the Company shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Administrative Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Administrative Agent at Administrative Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Administrative Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Administrative Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company and/or by any of the Permitted Borrowers of principal of, or deduction for any counterclaiminterest on, defense, recoupment Advances of the Revolving Credit or setoff. Except as otherwise provided herein, all payments made by the Borrower Swing Line or of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Lenders, at Agent's office located at Oxx Xxxxxxx XxxxxxOne Detroit Center, XxxxxxxDetroit, Michigan 48226, in respect xx Xxxxxxxx 00000-0000Xxxxxxxx xx Xxxx xxxxxxx xx Xxllars. Payments made in respect of any Advance in any Alternative Currency or any Fees payable in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent's Eurocurrency Lending Office, at the Agent's Correspondent, for the ratable benefit account of the Revolving Credit Lenders in Lenders, not later than 11:00 a.m. (the case time of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueAgent's Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurocurrency-based Advances, such Lender's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower the Company or any of the Permitted Borrowers is due that the Company or such Permitted Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that the Company or such Permitted Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower the Company or any of the Permitted Borrowers has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent in the applicable currency the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever any payment to be made hereunder (other than payments in respect of any Eurocurrency-based Advance or a Quoted Rate Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. Whenever any payment of principal of, or interest on, a Eurocurrency-based Advance or a Quoted Rate Advance shall be due on a day which is not a Business Day the date of payment thereof shall be extended to the next succeeding Business Day unless as a result thereof it would fall in the next calendar month, in which case it shall be shortened to the next preceding Business Day and, in the case of a payment of principal, interest thereon shall be payable for such extended or shortened time, if any. (d) All payments to be made by Borrower the Company or the Permitted Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall incomemember, net income, net profits or net receipts or similar taxes (unless Company or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Permitted Borrowers, as a result of a present or former connection between the Agent or such Lender and the governmental authoritycase may be, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Company and such Permitted Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders (and, in the case of any Swing Line Advances, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount in the applicable Permitted Currency equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such any Lender or Lenders shall reasonably require as proof of the payment by the Company or such Permitted Borrower of any such taxes payable by the Company or such Permitted Borrower. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions in any Alternative Currency hereunder, or the payment and/or receipt of funds in any Alternative Currency hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, the Permitted Borrower, Agent or any of the Lenders).

Payment Procedure. (a) All payments to be made by Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit California time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx 00 X Xxxxxxx XxxxxxXxxx, XxxxxxxSan Jose, Xxxxxxxx 00000-0000CA 95131, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit California time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Article 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.9) with Section 11.1313.14, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by BorrowerBorrowers. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon. Borrowers shall be reimbursed by the applicable Lender for any payment made by Borrowers under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.14 at the time of the Borrowers’ payment.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company and/or by any of the Permitted Borrowers of principal of, or deduction for any counterclaim, defense, recoupment interest on the Revolving Credit Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower Swing Line Notes or of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxxxxxx XxxxxxOne Detroit Center, Detroit, Michigan 48226, in respect of Domestxx Xxxxxxxx xx Xxxx xxxxxxx xx Xxxxxxx. Xxxments made in respect of any Advance in any Alternative Currency or any Fees payable in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent's Eurocurrency Lending Office, Xxxxxxxx 00000-0000at the Agent's Correspondent, for the ratable benefit account of the Revolving Credit Lenders in Banks, not later than 11:00 a.m. (the case time of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueAgent's Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower the Company or any of the Permitted Borrowers is due that the Company or such Permitted Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that the Company or such Permitted Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower the Company or any of the Permitted Borrowers has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent in the applicable currency the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for federal funds rate (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever any payment to be made hereunder (other than payments in respect of any Eurocurrency-based Advance or a Quoted Rate Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. Whenever any payment of principal of, or interest on, a Eurocurrency-based Advance or a Quoted Rate Advance shall be due on a day which is not a Business Day the date of payment thereof shall be extended to the next succeeding Business Day unless as a result thereof it would fall in the next calendar month, in which case it shall be shortened to the next preceding Business Day and, in the case of a payment of principal, interest thereon shall be payable for such extended or shortened time, if any. (d) All payments to be made by Borrower the Company or the Permitted Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteNotes) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall incomemember, net income, net profits or net receipts or similar taxes (unless Company or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Permitted Borrowers, as a result of a present or former connection between the Agent or such Lender and the governmental authoritycase may be, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Company and such Permitted Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of any Swing Line Advances, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount in the applicable Permitted Currency equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by the Company or such Permitted Borrower of any such taxes payable by the Company or such Permitted Borrower. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions in any Alternative Currency hereunder, or the payment and/or receipt of funds in any Alternative Currency hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, the Permitted Borrower, Agent or any of the Banks).

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 W. Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan, and for the ratable benefit of the Swing Line Lender in the case of the Swing Line; provided, however, that so long as no Default or Event of Default has occurred and is continuing at the time any such payment is to be made. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteNotes) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxesExcluded Taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1(d)) thereon. Borrower shall be reimbursed by the applicable Lender for any payment made by Borrower under this Section 10.1(d) if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of Borrower’s payment.

Payment Procedure. (a) All payments to be made by a Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the a Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit California time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx 000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Xxxxxxxxxx 00000 for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit California time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower Parent at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by a Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by each Borrower. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon. Parent shall be reimbursed by the applicable Lender for any payment made by a Borrower under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of the Borrower’s payment.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Revolving Credit Banks in the case of payments with respect to the Revolving Credit and for the ratable account of the Term Loan Banks with respect of the Term Loan, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-000000000 (care of Agent's Eurodollar Lending Office, for the ratable benefit Eurodollar-based Advances and portions of the Revolving Credit Lenders in Term Loan bearing interest at the case of payments in respect of the Revolving CreditEurodollar-based Rate). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds received to each Bank as appropriate, or, in respect of Eurodollar-based Advances and currenciesportions of the Term Loan bearing interest at the Eurodollar-based Rate, of all amounts received by it for the account of to such LenderBank's Eurodollar Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank or Term Loan Bank as the case may be, on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances or any portion of the Term Loan which bears interest at the Prime-based Rate, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter (ii) with respect to Eurodollar-based Advances, Quoted Rate Advances or any portion of the Term Loan which bears interest at a rate the Eurodollar-based Rate, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, andand without deduction, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13except for Excluded Taxes, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (or, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company. If any tax of the United States of America or any other governmental authority shall be or become applicable (y) after the date of this Agreement, to such payments by Company made to a Bank's principal lending office or any other office that such Bank may claim as its applicable lending office, or (z) after such Bank's selection and designation of any other lending office, to such payments made to such other lending office, such Bank shall use reasonable efforts to make, fund and maintain its Advances and other extensions of credit through another lending office of such Bank in another jurisdiction so as to reduce Company's liability hereunder, if the making, funding or maintenance of such Advances and other extensions of credit through such other lending office of such Bank does not, in the reasonable judgment of such Bank, otherwise adversely and materially affect such Advances and other extensions of credit, or such Bank's applicable obligations under the Revolving Credit Aggregate Commitment or such Bank.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition any of the Borrowers of principal of, or deduction for any counterclaiminterest on, defense, recoupment Advances of the Revolving Credit or setoff. Except as otherwise provided herein, all payments made by the Borrower Swing Line or of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of Lenders, at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, in respect of Domestic Advances or Fees payable in Dollars. Payments made in respect of any Advance in any Alternative Currency or any Fees payable in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent’s Eurocurrency Lending Office, at Agent’s Correspondent, for the ratable benefit account of Lenders, not later than 11:00 a.m. (the Revolving Credit Lenders in the case time of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueAgent’s Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurocurrency-based Advances, such Lender’s Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower any of the Borrowers is due that such Borrower does not intend to remit such payment, the Agent may, in its sole discretion and but without obligation to do soany obligation, assume that such Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.assumed

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers in respect of principalprincipal of, or interest on, any Advance in Dollars or fees hereunder in respect of any Letter of Credit Obligations or Fees which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Xxyments made by the Borrowers in respect of principal of, or interest on, any Advance in any Alternative Currency or in respect of any Letter of Credit Obligations or Fees which are payable in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent's Eurocurrency Lending Office, at the Agent's Correspondent, for the ratable benefit account of the Revolving Credit Lenders in Banks, not later than 11:00 a.m. (the case local time of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueAgent's Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) the Banks with Section 11.1314.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: : (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Payments in respect of any Advance in any Alternate Currency shall be made in such Alternate Currency in immediately available funds for the account of Agent’s Eurocurrency Lending Office, at Agent’s Correspondent, for the ratable account of the Lenders, not later than 11:00 a.m. (Detroit time). Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8, as applicable) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than (x) any such taxes on capital or the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authorityGovernmental Authority, political subdivision, federation or organization imposing such taxes), and (y) any branch profits taxes imposed by the United States of America (all such taxes, levies, imposts, deductions, charges and withholdings not excluded under the clauses (x) or (y) of this Section 10.1 being hereinafter referred to as “Taxes”) unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such taxTax; and (ii) remit such tax Tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by Borrowers; provided, however, that the Borrowers shall not be required to pay any additional amounts pursuant to Section 10.1(d)(i) or any amounts pursuant to Section 13.14 hereof to the extent that: (i) the obligation to pay such additional amounts or any amounts under Section 13.14 hereof would not have arisen but for a failure for any reason by such Lender (or permitted assignee) to comply with its obligations under Section 13.13 to provide certain forms or other evidence necessary to establish its entitlement to complete exemption from U.S. withholding tax (other than a failure that results exclusively from the change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority after the date on which such Lender (or permitted assignee) first became a party to this Agreement); (ii) with respect to an assignee Lender, the obligation to withhold U.S. taxes (other than any such obligation in respect of a Foreign Subsidiary of any Borrower which becomes a Borrower or Guarantor) existed on the date such assignee Lender became a party to this Agreement, or with respect to payments to a lending office newly designated by a Lender (a “New Lending Office”), the date such Lender designated such New Lending Office with respect to the applicable Loan; provided, however, that this clause (ii) shall not apply to the extent the additional amounts any Lender (or transferee) through a New Lending Office, would be entitled to receive (without regard to this clause (ii)) do not exceed the additional amounts that the person making the transfer, or Lender (or transferee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such transfer or designation; (iii) the certifications made in any forms or other evidence provided by such Lender under Section 13.13 were untrue or inaccurate on the date delivered in any material respect; (iv) such Lender is claiming an exemption from withholding of United States Federal income tax under Internal Revenue Code sections 871(h) or 881(c) but is unable at any time to make the representations and warranties set forth in clauses (A) — (C) of Section 13.13(a)(1); or (v) such non-U.S. Lender is treated as a “conduit entity” within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. In the event Borrowers are required to pay additional amounts to or for the account of any Lender pursuant to this Section 10.1(d), then such Lender shall use good faith diligent efforts to file any certificate or document reasonably requested by Borrowers or to designate a Lending Office from a different jurisdiction (if such Lending Office is maintained by such Lender) so as to eliminate or reduce any such additional payments by Borrowers which may accrue in the future, provided Lender shall incur or suffer no material cost or expense as a result thereof. If Agent or a Lender receives a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower pursuant to Section 13.14 or with respect to which Borrower has paid additional amounts pursuant to this Section 10.1(d) (provided that Lenders shall be under no obligation to apply for or otherwise seek such refund), it shall promptly pay to such Borrower an amount equal to such refund and any interest paid by the relevant Governmental Authority with respect to such refund, provided, that Borrower, upon the request of Agent or such Lender, shall repay the amount paid over to Borrower to Agent or such Lender to the extent that Agent or such Lender is required to repay or otherwise disgorge the applicable refund to such Governmental Authority.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principalprincipal of, or interest on, the Notes, or fees hereunder of Fees, shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 12:00 noon (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-000000000 (xxre of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Borrowers prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Borrowers, of any such taxes payable by Borrowerthe Borrowers.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx XxxxxxOne Detroit Center, XxxxxxxDetroit, Xxxxxxxx 00000Michigan 48226-00003289, for the ratable benefit of the Revolving Credit Lenders in the case bexxxxx xx xxx Xxxxxxxxx Xxxxxx Xxxxxxx xx xxx xxxe of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender's Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of "Interest Period" in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation limitation, payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders (including Swing Line Lender) shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Equipment Credit Lenders in the case of the Equipment Credit, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Equipment Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a1) 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 provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit Toronto time) on the date such payment is required or intended to be made in the applicable currency of such Advance being Dollars, CAD Dollars or EUR, as applicable, in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxx 0000, Xxxxx Xxxxx, Xxxxx Bank Plaza, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Xxxxxxx X0X 0X0 for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit, any Letter of Credit Obligations and Hedging Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit Toronto time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, Lender in like funds and currencies, of all amounts received by it for the account of such Lender. (b2) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c3) Whenever Subject to the definition of “Interest Period” in Article 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d4) All payments to be made by the Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.812.8) with Section 11.1312.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by the Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authorityGovernmental Authority, political subdivision, federation or organization imposing such taxes), unless the Borrower is compelled by law to make payment subject to such tax. In such event, the Borrower shall: (ia) pay to the Agent for the Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (iib) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by the Borrower of any such taxes payable by the Borrower.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term LoanOffice. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, to such Lender’s Eurodollar Lending Officeapplicable lending office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower the Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower Company of principal of, or interest on, the Notes, or any other Indebtedness, shall be made without condition setoff, counterclaim or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim withholding on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower the Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower is the Borrowers are due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Administrative Agent not later than 1:00 p.m. (Detroit Detroit, Michigan time) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Administrative Agent at the Administrative Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations and for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Any payment received by the Administrative Agent after 1:00 p.m. (Detroit Detroit, Michigan time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Administrative Agent shall have been notified in writing by the Administrative Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Administrative Agent or any Lender (or any branch maintained by the Administrative Agent or a Lender) as a result of a present or former connection between the Administrative Agent or such Lender and the governmental authorityGovernmental Authority, political subdivision, federation or organization imposing such taxes), unless any Borrower is compelled by law to make payment subject to such tax. In such event, Borrower the Borrowers shall: (i) pay to the Administrative Agent for the Administrative Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Administrative Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Administrative Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Administrative Agent or such Lender or Lenders shall reasonably require as proof of the payment by any Borrower of any such taxes payable by such Borrower. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon. The Borrowers shall be reimbursed by the applicable Lender for any payment made by the Borrowers under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of the Borrowers’ payment.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit’s Office. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender to such Lender’s applicable lending office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower the Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower the Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit Detroit, Michigan time) ), or such later time on such date as agreed to by the Table of Contents Agent, on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations and for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit Detroit, Michigan time) ), or such later time as agreed to by the Agent, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower the Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1.1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxesExcluded Taxes), unless Borrower is the Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower the Borrowers shall: : Table of Contents (i) pay to the Agent for the Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit timeP.S.T.) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx 75 X Xxxxxxx XxxxxxXxxx, XxxxxxxSan Jose, Xxxxxxxx 00000-0000CA 95131, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit timeP.S.T.) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar (b) Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (bc) Unless the Agent shall have been notified in writing by Borrower Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (cd) Whenever Subject to the definition of “Interest Period” in Article 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (de) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by BorrowerBorrowers. (iii) As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon. Borrowers shall be reimbursed by the applicable Lender for any payment made by Borrowers under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of the Borrowers’ payment.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit Detroit, Michigan time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx Xxxxxx000 Xxxxxxxx Xxx. Detroit, Xxxxxxx, Xxxxxxxx 00000Michigan 48226-00003289, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit Detroit, Michigan time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances, but in no event in excess of the maximum non-usurious interest rate permitted by applicable law. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise or margin taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers in respect of principalprincipal of, or interest on, any Advance or fees hereunder in respect of any Letter of Credit Obligations or Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Lenders, at Agent's office located at Oxx Xxxxxxx XxxxxxOne Detroit Center, XxxxxxxDetroit, Xxxxxxxx 00000Michigan 48226-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue3289. Upon receipt of each such paymenteacx xxxx xxxxxxx, the Agent shall make prompt xxx Xxxxx xxxxx xxxx xxompt payment to each applicable Lender, or, in respect of Eurocurrency-based Advances, such Lender's Eurocurrency Lending Office, in like funds and currenciesfunds, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) the Lenders with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders (and, in the case of Advances of the Swing Line, pay to the Swing Line Lender which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender (including the Swing Line Lender) or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower the Borrowers, of any such taxes payable by Borrowerthe Borrowers. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax.

Payment Procedure. (a) All payments to be made by Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit timePacific) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx 00000 Xxxxxxx XxxxxxXxxx. Xxx. 000, XxxxxxxXxxxxxx Xxxx, Xxxxxxxx 00000-0000California 91403, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of Term Loan A and for the ratable benefit of the Acquisition Credit Lenders in the case of payments in respect of the Acquisition Credit. Any payment received by the Agent after 1:00 p.m. 11:00 a.m. (Detroit timePacific) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Acquisition Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.814.8) with Section 11.1314.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by BorrowerBorrowers. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 11.1) thereon. Borrowers shall be reimbursed by the applicable Lender for any payment made by Borrowers under this Section 11.1 if the applicable Lender is not in compliance with its obligations under Section 14.13 at the time of the Borrowers’ payment.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-00003289, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's Xxxxxx’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.two

Payment Procedure. (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 provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 12:00 p.m. (Detroit New York time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent’s Account. The Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit shall deem any payment by or on behalf of the Revolving Credit Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a) or 8.1(b), as applicable. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the default interest rate determined pursuant to Section 2.6(d) from the date such amount was due and payable until the date such amount is paid in full. (b) The Lenders in and the case of Borrower hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account with any amount due and payable by the Borrower under any Loan Document. Any amount charged to the Loan Account shall be deemed Indebtedness hereunder. (c) All payments in respect of the Revolving Credit. Any principal amount of any Loan shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, together with any fees or premiums (including the Standard Yield Maintenance Premium, the Term Loan C Yield Maintenance Premium and the Prepayment Premium) and all other amounts payable with respect to the principal amount being repaid or prepaid. (d) The Agent shall promptly distribute to each Lender at such account or address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such LenderAgent. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (ce) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit or fees under the Term Loan or in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders Banks in the case of payments in respect of the Revolving Credit. Any payment received by Credit and the Agent after 1:00 p.m. (Detroit time) shall be deemed received on ratable benefit of the next succeeding Business Day and any applicable interest or fee shall continue to accrueTerm Loan Banks in the case of payments in respect of the Term Loan at Agent’s office located at Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Upon receipt of each such payment, the Agent shall endeavor to make prompt same day payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank’s Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Borrowers prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank or Term Loan Bank, as the case may be, on such payment date an amount equal to such Lender's Bank’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, Agent each Lender Revolving Credit Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent’s aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.814.8) with Section 11.1314.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Bank as a result of a present or former connection between the Agent or such Lender Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is the Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower the Borrowers shall: (ie) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (iif) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Borrowers, of any such taxes payable by Borrowerthe Borrowers. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against the Borrowers, Agent or any of the Banks). The Borrowers shall be reimbursed by the applicable Bank for any payment made by Borrowers under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 14.12.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit, or fees in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank’s Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such Lender's Bank’s share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent’s aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.813.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.with

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 12:00 noon (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Lenders, at Agent's office located at Oxx Xxxxxxx 000 Xxxxxxxx Xxxxxx, XxxxxxxDetroit, Xxxxxxxx 00000-0000Michigan 48226, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Lender as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such Lender's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders (and, in the case of Advances of the Swing Line, pay to the Swing Line Lender which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender (including the Swing Line Lender) or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company. As used herein, the terms "tax", "taxes" and "taxation" include all existing or future income, stamp or other taxes (excluding, in the case of the Agent and each Lender, net income and franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein, or by any jurisdiction in which such Lender's domestic lending office or Eurocurrency Lending Office, as the case may be, is located or any political subdivision or taxing authority thereof or therein) levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions hereunder, or the payment and or receipt of funds hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, Agent or any of the Lenders).

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) (or such later time as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx Xxxxxx000 Xxxx Xxxxxxxxx, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's Xxxxxx’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the greater of the Federal Funds Effective Rate for and a Rate determined by the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances.Agent in accordance with banking industry rules on interbank compensation. 4854-1287-6893.v9 (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers in respect of principalprincipal of, or interest on, any Advance or fees hereunder in respect of any Letter of Credit Obligations or Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Lenders, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurocurrency-based Advances, such Lender's Eurocurrency Lending Office, in like funds and currenciesfunds, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) the Lenders with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders (and, in the case of Advances of the Swing Line, pay to the Swing Line Lender which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender (including the Swing Line Lender) or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower the Borrowers, of any such taxes payable by Borrowerthe Borrowers. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Borrowers of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 2:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Detroit Center, Detroit, Michigan 48226-3289, (care of Xxxxx'x Xxxxxxxxxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000xxx Xxxxxxxrency-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Creditbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) the Banks with Section 11.1314.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Payments in respect of any Advance in any Alternate Currency shall be made in such Alternate Currency in immediately available funds for the account of Agent’s Eurocurrency Lending Office, at Agent’s Correspondent, for the ratable account of the Lenders, not later than 11:00 a.m. (Detroit time). Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8, as applicable) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than (x) any such taxes on capital or the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authorityGovernmental Authority, political subdivision, federation or organization imposing such taxes), and (y) any branch profits taxes imposed by the United States of America (all such taxes, levies, imposts, deductions, charges and withholdings not excluded under the clauses (x) or (y) of this Section 10.1 being hereinafter referred to as “Taxes”) unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such taxTax; and (ii) remit such tax Tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower Borrowers of any such taxes payable by Borrowers; provided, however, that the Borrowers shall not be required to pay any additional amounts pursuant to Section 10.1(d)(i) or any amounts pursuant to Section 13.14 hereof to the extent that: (i) the obligation to pay such additional amounts or any amounts under Section 13.14 hereof would not have arisen but for a failure for any reason by such Lender (or permitted assignee) to comply with its obligations under Section 13.13 to provide certain forms or other evidence necessary to establish its entitlement to complete exemption from U.S. withholding tax (other than a failure that results exclusively from the change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority after the date on which such Lender (or permitted assignee) first became a party to this Agreement); (ii) with respect to an assignee Lender, the obligation to withhold U.S. taxes (other than any such obligation in respect of a Foreign Subsidiary of any Borrower which becomes a Borrower or Guarantor) existed on the date such assignee Lender became a party to this Agreement, or with respect to payments to a lending office newly designated by a Lender (a “New Lending Office”), the date such Lender designated such New Lending Office with respect to the applicable Loan; provided, however, that this clause (ii) shall not apply to the extent the additional amounts any Lender (or transferee) through a New Lending Office, would be entitled to receive (without regard to this clause (ii)) do not exceed the additional amounts that the person making the transfer, or Lender (or transferee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such transfer or designation; (iii) the certifications made in any forms or other evidence provided by such Lender under Section 13.13 were untrue or inaccurate on the date delivered in any material respect; (iv) such Lender is claiming an exemption from withholding of United States Federal income tax under Internal Revenue Code sections 871(h) or 881(c) but is unable at any time to make the representations and warranties set forth in clauses (A) — (C) of Section 13.13(a)(1); or (v) such non-U.S. Lender is treated as a “conduit entity” within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision. In the event Borrowers are required to pay additional amounts to or for the account of any Lender pursuant to this Section 10.1(d), then such Lender shall use good faith diligent efforts to file any certificate or document reasonably requested by Borrowers or to designate a Lending Office from a different jurisdiction (if such Lending Office is maintained by such Lender) so as to eliminate or reduce any such additional payments by Borrowers which may accrue in the future, provided Lender shall incur or suffer no material cost or expense as a result thereof. If Agent or a Lender receives a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower pursuant to Section 13.14 or with respect to which Borrower has paid additional amounts pursuant to this Section 10.1(d) (provided that Lenders shall be under no obligation to apply for or otherwise seek such refund), it shall promptly pay to such Borrower an amount equal to such refund and any interest paid by the relevant Governmental Authority with respect to such refund, provided, that Borrower, upon the request of Agent or such Lender, shall repay the amount paid over to Borrower to Agent or such Lender to the extent that Agent or such Lender is required to repay or otherwise disgorge the applicable refund to such Governmental Authority.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower in respect of principalprincipal of, or interest on, any Advance or in respect of any Letter of Credit Obligations or fees hereunder which are payable shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 2:00 p.m. (Detroit Pacific time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Lenders, at Agent's office located at Oxx Xxxxxxx Xxxxxx301 Xxxx Xxxxx Xxxx., XxxxxxxXxxx Xxxxx, Xxxxxxxx Xxxxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon Xxon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of LIBOR Loan, such Lender's LIBOR lending office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has have not in fact remitted such payment to the Agent, Agent each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Floating Rate Loan, the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxesdaily average), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case same may bevary from time to time, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and and (ii) remit such tax with respect to LIBOR Loan, Agent's aggregate marginal cost (including the relevant taxing authorities according to applicable law, cost of maintaining any required reserves or deposit insurance and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such taxes payable by Borroweramount.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 12:00 noon (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Detroit Center, Detroit, Michigan 48226-3289, (care of Agenx'x Xxxxxxxxxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000xxx Xxxxxxxxxxxy-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Creditbased Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)Non-Excluded Taxes, unless Borrower is compelled by law to make payment subject to such taxNon-Excluded Tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 12:00 p.m. (Detroit Pacific time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx 000 Xxxxxxxx Xxxxxx, XxxxxxxMC3289, Xxxxxxxx 00000-0000Detroit, Michigan 48226, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders. Any payment received by the Agent after 1:00 12:00 p.m. (Detroit Pacific time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authorityGovernmental Authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts Eurocurrency-based Advances, to such Bank's Eurocurrency Lending Office. Company shall have no liability to any of the Banks in the event of failure by Agent to remit to the Banks payments received by it for the account of such Lenderfrom Company hereunder. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Swing Line Advances, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company.

Payment Procedure. (a) All payments to be made by Borrower the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit Detroit, Michigan time) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Credit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan A Lenders in the case of payments in respect of Term Loan A and for the ratable benefit of the Term Loan B Lenders in case of payments in respect of Term Loan B. Any payment received by the Agent after 1:00 p.m. (Detroit Detroit, Michigan time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower the Borrowers at least two (2) Business Days prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has the Borrowers have not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1.1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxesExcluded Taxes), unless Borrower is the Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower the Borrowers shall: (i) pay to the Agent for the Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower the Borrowers of any such taxes payable by Borrowerthe Borrowers. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon. Borrowers shall be reimbursed by the applicable Lender for any payment made by Borrowers under this Section 10.1 if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of the Borrowers’ payment. Borrowers shall be entitled to receive any refund of any taxes previously paid by Borrowers under this Section 10.1.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit, or fees in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxxxxxx XxxxxxOne Detroit Center, XxxxxxxDetroit, Xxxxxxxx 00000Michigan 48226-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue3289. Upon receipt of each such paymentxxxx xxxx xxxxxxx, the Agent shall xxx Xxxxx xxxxx make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Bank as a result of a present or former connection between the Agent or such Lender Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company.

Payment Procedure. (a) All Except as specifically set forth herein with respect to payments to be made to the Canadian Swingline Lender in connection with Swing Loans made by Borrower it, all payments by the Borrowers of principal of, or interest on, the Notes or of Facility Fees, or of Letter of Credit Obligations or Letter of Credit Fees and Agent's Fees, shall be made without condition or setoff, deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, Bank in like funds and currencies, on the same day of all amounts received by it to the extent received for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due due, that the relevant Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that Borrower has remitted such payment has been remitted when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower such payment has not in fact been remitted such payment to the Agent, each Lender Bank shall forthwith on demand demand, repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable same may vary from time to such Revolving Credit Advancestime. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made (except as specifically indicated to the contrary herein) on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments of principal and interest on each Advance shall be payable in the currency in which such Advance was originally made. All other payments of, fees and reimbursements by Borrowers to be made by Borrower under this Agreement or any of Agent and/or the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) Banks shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by BorrowerDollars.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for interest on, the Notes or in respect of any counterclaimLetter of Credit Obligations under the Revolving Credit or of Fees, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Revolving Credit Banks in the case of payments with respect to the Revolving Credit, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-000000000 (care of Agent's Eurodollar Lending Office, for Eurodollar-based Advances bearing interest at the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurodollar-based Rate). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for Eurodollar-based Advances bearing interest at the account of Eurodollar-based Rate, to such LenderBank's Eurodollar Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank, on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurodollar-based Advances or Quoted Rate Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, andand without deduction, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13except for Excluded Taxes, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (or, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company. If any tax of the United States of America or any other governmental authority shall be or become applicable (y) after the date of this Agreement, to such payments by Company made to a Bank's principal lending office or any other office that such Bank may claim as its applicable lending office, or (z) after such Bank's selection and designation of any other lending office, to such payments made to such other lending office, such Bank shall use reasonable efforts to make, fund and maintain its Advances and other extensions of credit through another lending office of such Bank in another jurisdiction so as to reduce Company's liability hereunder, if the making, funding or maintenance of such Advances and other extensions of credit through such other lending office of such Bank does not, in the reasonable judgement of such Bank, otherwise adversely and materially affect such Advances and other extensions of credit, or such Bank's applicable obligations under the Revolving Credit Aggregate Commitment or such Bank.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit or fees in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at the Administrative Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders Banks in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue, at Administrative Agent's office located at Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Administrative Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Administrative Agent each Lender Revolving Credit Bank shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender Bank to the date such amount is repaid to the Administrative Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Administrative Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Administrative Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Administrative Agent or any Lender (or any branch maintained by Agent or a Lender) Bank as a result of a present or former connection between the Administrative Agent or such Lender Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Administrative Agent for Administrative Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Administrative Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Administrative Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Administrative Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company.

Payment Procedure. (ai) 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 provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Administrative Agent not later than 1:00 p.m. (Detroit New York time) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Administrative Agent at the Administrative Agent's ’s office located at Oxx Xxxxxxx 000 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit Loans and any Letter of Credit Obligations. Any payment received by the Administrative Agent after 1:00 p.m. (Detroit New York time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Administrative Agent shall make prompt payment to each applicable Lender, in like funds and currencies, Lender of all amounts received by it for the account of such Lender. (bii) Unless the Administrative Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Administrative Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Administrative Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at a rate per annum equal to the Federal Funds Effective NYFRB Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit AdvancesBorrowings. (ciii) Whenever Subject to the definition of “Interest Period” in Section 1.02 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Loan Parties in respect of principalprincipal of, or interest on, any Advance in Dollars or fees hereunder in respect of any Letter of Credit Obligations or Fees which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 noon (Detroit time) (except in the case of the termination of the commitments and the payment in full of all Indebtedness, then 2:00 p.m. (Detroit time)) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Payments made by the Borrowers in respect of principal of, or interest on, any Advance in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent's Eurocurrency Lending Office, at the Agent's Correspondent, for the ratable benefit account of the Revolving Credit Lenders in Banks, not later than noon (the case local time of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueAgent's Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower any Loan Party under any Loan Document is due that Borrower the applicable Loan Party does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower such Loan Party has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower such Loan Party has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) the Banks with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless such Borrower is compelled by law to make payment subject to such tax. In such event, such Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders applicable Banks (and, in the case of Advances of the Swing Line, pay to the applicable Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the applicable Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower such Borrower, of any such taxes payable by such Borrower. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against any of Borrower, Agent or any of the Banks). The applicable Borrower shall be reimbursed by such Bank for any payment made by the applicable Borrower under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 13.13.

Payment Procedure. (a1) 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 provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit Toronto time) on the date such payment is required or intended to be made in the applicable currency of such Advance being Dollars, CAD Dollars or EUR, as applicable, in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Sxxxx 0000, Xxxxx Xxxxx, Xxxxx Bank Plaza, 200 Xxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Xxxxxxx X0X 0X0 for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit, any Letter of Credit Obligations and Hedging Obligations. Any payment received by the Agent after 1:00 p.m. (Detroit Toronto time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, Lender in like funds and currencies, of all amounts received by it for the account of such Lender. (b2) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Lender, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c3) Whenever Subject to the definition of “Interest Period” in Article 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d4) All payments to be made by the Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.812.8) with Section 11.1312.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority Governmental Authority or of any political subdivision thereof or any federation or organization of which such governmental authority Governmental Authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by the Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authorityGovernmental Authority, political subdivision, federation or organization imposing such taxes), unless the Borrower is compelled by law to make payment subject to such tax. In such event, the Borrower shall: (ia) pay to the Agent for the Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (iib) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by the Borrower of any such taxes payable by the Borrower.

Payment Procedure. (a) All Except as specifically set forth herein with respect to payments to be made to the Canadian Swingline Lender in connection with Swing Loans made by Borrower it, all payments by the Borrowers of principal of, or interest on, the Notes or of Facility Fees, or of Letter of Credit Obligations or Letter of Credit Fees and Agent's Fees, shall be made without condition or setoff, deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, Bank in like funds and currencies, on the same day of all amounts received by it to the extent received for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due due, that the relevant Borrower does not -33- 42 intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that Borrower has remitted such payment has been remitted when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower such payment has not in fact been remitted such payment to the Agent, each Lender Bank shall forthwith on demand demand, repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable same may vary from time to such Revolving Credit Advancestime. (c) Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made (except as specifically indicated to the contrary herein) on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments of principal and interest on each Advance shall be payable in the currency in which such Advance was originally made. All other payments of, fees and reimbursements by Borrowers to be made by Borrower under this Agreement or any of Agent and/or the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) Banks shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by BorrowerDollars.

Payment Procedure. (a1) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaim, defense, recoupment interest on the Revolving Credit Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower Swing Line Notes or of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest Domestic Advances or fee shall continue to accrueFees payable in Dollars. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b2) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower the Company is due that Borrower the Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower the Company has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for federal funds rate (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurodollar-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c3) Whenever any payment to be made hereunder (other than payments in respect of any Eurodollar-based Advance or a Quoted Rate Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. Whenever any payment of principal of, or interest on, a Eurodollar-based Advance or a Quoted Rate Advance shall be due on a day which is not a Business Day the date of payment thereof shall be extended to the next succeeding Business Day unless as a result thereof it would fall in the next calendar month, in which case it shall be shortened to the next preceding Business Day and, in the case of a payment of principal, interest thereon shall be payable for such extended or shortened time, if any. (d4) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteNotes) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) A. pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of any Swing Line Advances, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) B. remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company of any such taxes payable by Borrowerthe Company. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions, withholdings and similar charges, together with interest thereon and, any taxes, fines or penalties payable upon amounts paid or payable pursuant to this Section 10.1 (whether assessed against Company, the Agent or any of the Banks). The Company shall be reimbursed by the applicable Bank for any payment made by the Company under this Section 10.1(d) if the applicable Bank is not in compliance with its obligations under Section 13.14, to the extent set forth therein.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 12:00 noon (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.or

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made Company and/or by the Borrower Designated Borrowers of principalprincipal of, or interest on, the Purchase Money Notes or of fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 12:00 noon (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx One Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-000000000 xx, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueEurocurrency-based Advances, at Agent's Eurocurrency Lending Office. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currenciesfunds, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by the Company or a Designated Borrower is due that the Company or such Designated Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that the Company or the applicable Designated Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If the Company or such Designated Borrower has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Domestic Advances, the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever any payment to be made hereunder (other than payments in respect of any Eurocurrency-based Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.such

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 W. Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit and any Letter of Credit Obligations, for the ratable benefit of the Equipment Credit Lenders in the case of the Equipment Credit, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender, Equipment Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxesExcluded Taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, fees, deductions and withholdings or similar charges together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1(d)) thereon. Borrower shall be reimbursed by the applicable Lender for any payment made by Borrower under this Section 10.1(d) if the applicable Lender is not in compliance with its obligations under Section 13.13 at the time of the Borrower’s payment.

Payment Procedure. (a) All payments to be made by Borrower Company of principal of, or interest on, the Notes, or any other Indebtedness, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, (care of Agent's Eurocurrency Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurocurrency-based Advances). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank as appropriate, or, in respect of all amounts received by it for the account of Eurocurrency-based Advances, to such LenderBank's Eurocurrency Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All Subject to the provisions of Sections 14.13 and 14.15 hereof, all payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) Company hereunder shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (counterclaim and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent Agent, for Agent's own account and/or, as the case may be, for the account of the Lenders Banks, such additional amounts amount (the "Gross-Up") as may be necessary to ensure that the Agent and/or such Lender or Lenders and the Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower the Company of any such taxes payable by Borrowerthe Company. If Agent or any Bank receives a cash refund with respect to taxes paid by Company pursuant to this Section 11.1(d), it shall promptly remit such cash refund, in the amount received, to Company.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaiminterest on, defensethe Notes, recoupment or setoff. Except as otherwise provided hereinof Fees, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxxxxxx 000 Xxxxxxxx Xxxxxx, XxxxxxxDetroit, Xxxxxxxx 00000-0000Michigan 48226, (care of Agent's Eurodollar Lending Office, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditEurodollar-based Advance). Any payment received Upon receipt by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, in like funds and currenciesreceived to each Bank, or, in respect of all amounts received by it for the account of Eurodollar-based Advances, to such LenderBank's Eurodollar Lending Office. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurodollar-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Eurodollar-Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (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 provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by the Agent not later than 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) on the date such payment is required or intended to be made in Dollars in immediately available funds to the Agent at the Agent's ’s office located at Oxx Xxxxxxx Xxxxxx411 West Lafayette, 0xx Xxxxx, XX 0000, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders in the case of payments in respect of the Term Loan. Any payment received by the Agent after 1:00 p.m. (Detroit time) (or such later time on such date as agreed to by Agent) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by the Borrower at least two (2) Business Days prior to the date on which any payment to be made by the Borrower is due that the Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that the Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If the Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by Borrowers in respect of principal of, or interest on, any Advance in Dollars under the Borrower Revolving Credit or in respect of principal, interest any Letter of Credit Obligations under the Revolving Credit or fees Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit Eastern Standard time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders Banks in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueCredit at Agent’s office located at Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank’s Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. Borrowers authorize Agent to charge their general operating accounts maintained at Agent for the amount of any principal, interest or other amounts due under this Agreement, the Notes or any other Loan Document. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Borrowers prior to the date on which any payment to be made by Borrower Borrowers is due that Borrower does Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such Lender's Bank’s share of such assumed payment. If Borrower has Borrowers have not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent’s aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.812.8) with Section 11.1312.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Bank as a result of a present or former connection between the Agent or such Lender Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower Borrowers shall: (ie) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (iif) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower Borrowers, of any such taxes payable by BorrowerBorrowers. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 9.1) thereon, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Borrowers, Agent or any of the Banks). Borrowers shall be reimbursed by the applicable Bank for any payment made by Borrowers under this Section 9.1 if the applicable Bank is not in compliance with its obligations under Section 12.12.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company and/or by any of the Permitted Borrowers of principal of, or deduction for any counterclaiminterest on, defense, recoupment Advances of the Revolving Credit or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Lenders, at Agent's office located at Oxx Xxxxxxx XxxxxxOne Detroit Center, XxxxxxxDetroit, Michigan 48226, xx xxxxxxx xx Xxxxxxxx 00000-0000Xxxxxxxx xx Xxxx xxyable in Dollars. Payments made in respect of any Advance in any Alternative Currency or any Fees payable in any Alternative Currency shall be made in such Alternative Currency in immediately available funds for the account of Agent's Eurocurrency Lending Office, at the Agent's Correspondent, for the ratable benefit account of the Revolving Credit Lenders in Lenders, not later than 11:00 a.m. (the case time of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrueAgent's Correspondent). Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurocurrency-based Advances, such Lender's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower the Company or any of the Permitted Borrowers is due that the Company or such Permitted Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that the Company or such Permitted Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower the Company or any of the Permitted Borrowers has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent in the applicable currency the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for Rate, as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever any payment to be made hereunder (other than payments in respect of any Eurocurrency-based Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. Whenever any payment of principal of, or interest on, a Eurocurrency-based Advance shall be due on a day which is not a Business Day the date of payment thereof shall be extended to the next succeeding Business Day unless as a result thereof it would fall in the next calendar month, in which case it shall be shortened to the next preceding Business Day and, in the case of a payment of principal, interest thereon shall be payable for such extended or shortened time, if any. (d) All payments to be made by Borrower the Company or the Permitted Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall incomemember, net income, net profits or net receipts or similar taxes (unless Company or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Permitted Borrowers, as a result of a present or former connection between the Agent or such Lender and the governmental authoritycase may be, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Company and such Permitted Borrower shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders receive a net amount in the applicable Permitted Currency equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or Lenders, as the case may be, such certificates or certified copy receipts as the Agent or such any Lender or Lenders shall reasonably require as proof of the payment by the Company or such Permitted Borrower of any such taxes payable by the Company or such Permitted Borrower. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the transactions in any Alternative Currency hereunder, or the payment and/or receipt of funds in any Alternative Currency hereunder, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, the Permitted Borrower, Agent or any of the Lenders).

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Borrowers in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit or fees under the Term Loan or in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's office located at Oxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit account of the Revolving Credit Lenders Banks in the case of payments in respect of the Revolving Credit. Any payment received by , the Agent after 1:00 p.m. (Detroit time) shall be deemed received on ratable benefit of the next succeeding Business Day and any applicable interest or fee shall continue to accrueTerm Loan Banks in the case of payments in respect of the Term Loan, at Agent's office located at Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank's Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Borrowers prior to the date on which any payment to be made by Borrower the Borrowers is due that Borrower does the Borrowers do not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has the Borrowers have remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank, Term Loan Bank, as the case may be, on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Revolving Credit Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower the Borrowers under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Bank as a result of a present or former connection between the Agent or such Lender Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is the Borrowers are compelled by law to make payment subject to such tax. In such event, Borrower the Borrowers shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Borrowers, of any such taxes payable by Borrowerthe Borrowers. As used herein, the terms "tax", "taxes" and "taxation" include all taxes (other than taxes on or measured by the overall income of a Person), levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against any of the Borrowers, Agent or any of the Banks). The Borrowers shall be reimbursed by the applicable Bank for any payment made by the Borrowers under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 13.12.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit Pacific time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent at Agent's ’s office located at Oxx 00 X. Xxxxxxx XxxxxxRoad, XxxxxxxSan Jose, Xxxxxxxx 00000-0000California 95131, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving CreditCredit and any Letter of Credit Obligations, for the ratable benefit of the Term Loan Lenders. Any payment received by the Agent after 1:00 p.m. (Detroit Pacific time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable Lender, or, in respect of Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like funds and currencies, of all amounts received by it for the account of such Lender. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days prior to the date on which any payment to be made by Borrower is due that Borrower does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender or Term Loan Lender, as the case may be, on such payment date an amount equal to such Lender's ’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Effective Rate for the first two (2) Business Days that such amount remains unpaid, and thereafter at a rate of interest then applicable to such Revolving Credit Advances. (c) Whenever Subject to the definition of “Interest Period” in Section 1 of this Agreement, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line Note) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower is compelled by law to make payment subject to such tax. In such event, Borrower shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders such additional amounts as may be necessary to ensure that the Agent and/or such Lender or Lenders (including the Swing Line Lender) receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender or LendersLenders (including the Swing Line Lender), as the case may be, such certificates or certified copy receipts as the Agent or such Lender or Lenders shall reasonably require as proof of the payment by Borrower of any such taxes payable by Borrower.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise provided herein, all payments made by the Borrower Company in respect of principalprincipal of, or interest on, any Advance in Dollars under the Revolving Credit, or fees in respect of any Letter of Credit Obligations under the Revolving Credit or Fees hereunder which are payable in Dollars shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's ’s office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, or, in respect of Eurocurrency-based Advances, such Bank’s Eurocurrency Lending Office, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days Company prior to the date on which any payment to be made by Borrower Company is due that Borrower Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do so, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such Lender's Bank’s share of such assumed payment. If Borrower Company has not in fact remitted such payment to the Agent, Agent each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances or Quoted Rate Advances, Agent’s aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever Subject to the definition of Interest Period, whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. (d) All payments to be made by Borrower Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteLine) shall be made without setoff or counterclaim, as aforesaid, and, subject to full compliance by each Lender Bank (and each assignee and participant pursuant to Section 11.813.8) with Section 11.1313.12, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) Bank as a result of a present or former connection between the Agent or such Lender Bank and the governmental authority, political subdivision, federation or organization imposing such taxes), unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's ’s own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of Advances of the Swing Line, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company, of any such taxes payable by Borrowerthe Company. As used herein, the terms “tax”, “taxes” and “taxation” include all taxes (other than taxes on or measured by the overall income of a Person), levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest (and any taxes payable upon the amounts paid or payable pursuant to this Section 10.1) thereon, or the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against any of the Company, Agent or any of the Banks). Company shall be reimbursed by the applicable Bank for any payment made by Company under this Section 10.1 if the applicable Bank is not in compliance with its obligations under Section 13.12.

Payment Procedure. (a) All payments to be made by Borrower shall be made without condition Company of principal of, or deduction for any counterclaim, defense, recoupment interest on the Revolving Credit Notes or setoff. Except as otherwise provided herein, all payments made by the Borrower Swing Line Notes or of principal, interest Letter of Credit Obligations or fees hereunder Fees shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must be received by Agent not later than 1:00 p.m. 11:00 a.m. (Detroit time) on the date such payment is required or intended to be made in Dollars in immediately available funds to Agent Agent, for the ratable account of the Banks, at Agent's office located at Oxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, for the ratable benefit of the Revolving Credit Lenders in the case of payments in respect of the Revolving Credit. Any payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed received on the next succeeding Business Day and any applicable interest Domestic Advances or fee shall continue to accrueFees payable in Dollars. Upon receipt of each such payment, the Agent shall make prompt payment to each applicable LenderBank, in like funds and currencies, of all amounts received by it for the account of such LenderBank. (b) Unless the Agent shall have been notified in writing by Borrower at least two (2) Business Days the Company prior to the date on which any payment to be made by Borrower the Company is due that Borrower the Company does not intend to remit such payment, the Agent may, in its sole discretion and without obligation to do sodiscretion, assume that Borrower the Company has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender Bank on such payment date an amount equal to such LenderBank's share of such assumed payment. If Borrower the Company has not in fact remitted such payment to the Agent, each Lender Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such LenderBank, together with the interest thereon, in respect of each day from and including the date such amount was made available by the Agent to such Lender Bank to the date such amount is repaid to the Agent at a rate per annum equal to (i) for Prime-based Advances, the Federal Funds Effective Rate for federal funds rate (daily average), as the first two (2) Business Days that such amount remains unpaidsame may vary from time to time, and thereafter at a rate (ii) with respect to Eurocurrency-based Advances, Agent's aggregate marginal cost (including the cost of interest then applicable to maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Agent) of carrying such Revolving Credit Advancesamount. (c) Whenever any payment to be made hereunder (other than payments in respect of any Eurocurrency-based Advance or a Quoted Rate Advance) shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment. Whenever any payment of principal of, or interest on, a Eurocurrency-based Advance or a Quoted Rate Advance shall be due on a day which is not a Business Day the date of payment thereof shall be extended to the next succeeding Business Day unless as a result thereof it would fall in the next calendar month, in which case it shall be shortened to the next preceding Business Day and, in the case of a payment of principal, interest thereon shall be payable for such extended or shortened time, if any. (d) All payments to be made by Borrower the Company under this Agreement or any of the Notes (including without limitation payments under the Swing Line and/or Swing Line NoteNotes) shall be made without setoff set-off or counterclaim, as aforesaid, and, subject to full compliance by each Lender (and each assignee and participant pursuant to Section 11.8) with Section 11.13, without deduction for or on account of any present or future withholding or other taxes of any nature imposed by any governmental authority or of any political subdivision thereof or any federation or organization of which such governmental authority may at the time of payment be a member (other than any taxes on the overall income, net income, net profits or net receipts or similar taxes (or any franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or any branch maintained by Agent or a Lender) as a result of a present or former connection between the Agent or such Lender and the governmental authority, political subdivision, federation or organization imposing such taxes)member, unless Borrower Company is compelled by law to make payment subject to such tax. In such event, Borrower Company shall: (i) pay to the Agent for Agent's own account and/or, as the case may be, for the account of the Lenders Banks (and, in the case of any Swing Line Advances, pay to the Swing Line Bank which funded such Advances) such additional amounts as may be necessary to ensure that the Agent and/or such Lender Bank or Lenders Banks receive a net amount equal to the full amount which would have been receivable had payment not been made subject to such tax; and (ii) remit such tax to the relevant taxing authorities according to applicable law, and send to the Agent or the applicable Lender Bank (including the Swing Line Bank) or LendersBanks, as the case may be, such certificates or certified copy receipts as the Agent or such Lender Bank or Lenders Banks shall reasonably require as proof of the payment by Borrower the Company of any such taxes payable by Borrowerthe Company. As used herein, the terms "tax", "taxes" and "taxation" include all taxes, levies, imposts, duties, charges, fees, deductions and withholdings and any restrictions or conditions resulting in a charge together with interest thereon and fines and penalties with respect thereto which may be imposed by reason of any violation or default with respect to the law regarding such tax, assessed as a result of or in connection with the payment or delivery of funds into or out of any jurisdiction other than the United States (whether assessed against Company, the Agent or any of the Banks). The Company shall be reimbursed by the applicable Lender for any payment made by the Company under this Section 10.1(d) if the applicable Lender is not in compliance with its obligations under Section 13.14.