Common use of Payments and Computations Clause in Contracts

Payments and Computations. (a) The Borrower shall make each payment hereunder not later than 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower or Borrowing Subsidiary, as the case may be, shall make each payment hereunder and under any Notes, except with respect to principal or, interest on, and other amounts relating to, Advances denominated in Euros, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to the applicable Administrative Agent’s Account in Section 8.02 in same day immediately available funds, without setoff, deduction setoff or counterclaim. Subject The Borrower shall make each payment hereunder and under any Notes with respect to principal or, interest on, and other amounts relating to, Advances denominated in Euros, not later than 9:00 A.M. (New York City time) on the day when due in Euros to the Administrative Agent at the applicable Administrative Agent’s Account in immediately succeeding sentenceavailable funds, the without setoff or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility commitment fees ratably (other than amounts payable pursuant to Section 2.032.07, 2.10 2.10, 2.12, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with according to the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender Lender’s assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder free and clear of any setoff or counterclaim, with such payment being paid not later than 1:00 P.M. 11:00 A.M. (New York City timeLondon Time) on the day when due due, in U.S. dollars the case of any reimbursements of costs or expenses of the Administrative Agent or any Lender incurred in a currency other than Euros, in the currency in which such costs and expenses are incurred, and in the case of principal or interest on the Term Loan, any fees under the Fee Letter or any other amounts payable under this Agreement, in Euros, to the Administrative Agent at its address referred in same-day funds by deposit of such funds to (i) the Administrative Agent’s Account with respect to payments in Section 8.02 Euros or (ii) to such account as the Administrative Agent may designate with respect to payments in same day funds, without setoff, deduction or counterclaimany other currencies. Subject to the immediately succeeding sentence, the The Administrative Agent will promptly thereafter (and in any event, if received from the Borrower by the time specified in the preceding sentence, on the day of receipt) cause like funds to be distributed like funds relating to (i) if such payment by the payment Borrower is in respect of principal principal, interest, fees or interest or facility fees ratably (any other than amounts Obligation then payable pursuant to Section 2.03, 2.10 or 2.12 orhereunder in a particular currency, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the applicable Lenders for the account of their respective Applicable Lending OfficesFacility Offices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to (ii) if such payment by the payment Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Facility Office for payments in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Officesapplicable currency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d10.7(e), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby hereby to the Lender assignee thereunderhereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency or Swing Line Advances, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day fundsfunds without set-off, without setoffcounterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, deduction or counterclaim. Subject interest on, and other amounts relating to Advances (other than Swing Line Advances) denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAdministrative Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Swing Line Advances not later than 12:00 Noon (London time) on the day when due in the currency of such Swing Line Advance to the Swing Line Agent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, counterclaim or deduction of any kind. The Administrative Agent or Swing Line Agent, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, commitment fees or interest or facility Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.032.04(c), 2.10 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the applicable Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt any Assuming Lender becoming a Lender hereunder as a result of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable Commitment Increase pursuant to Section 2.10 2.18 or 2.12) an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders for the account of their respective Applicable Lending OfficesAssuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 12:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than the Applicable Time (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.12, 2.10 2.15 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day fundsfunds without set-off, without setoffcounterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, deduction or counterclaim. Subject interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAgent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, the counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, commitment fees or interest or facility Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of principal such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Except to the extent otherwise provided for in Section 2.17 with respect to the reimbursement of LC Disbursements and interest thereon (i) the Borrowers shall make each payment hereunder hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, or reimbursement of LC Disbursements, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds, (ii) the Borrowers shall make each payment hereunder, without setoffcounterclaim or set-off, deduction or counterclaim. Subject with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euro, not later than 11:00 A.M. (London time) on the day when due in Euro to the immediately succeeding sentenceAdministrative Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility reimbursement of LC Disbursements, or commitment fees and participation fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.10, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in an Alternative Currency, not later than 1:00 P.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 in same day funds. The Borrower shall make each payment hereunder and under the Notes with respect to principal of, without setoffinterest on, deduction or counterclaim. Subject and other amounts relating to Advances denominated in an Alternative Currency not later than 12:00 Noon (at the Payment Office for such Alternative Currency) on the day when due in such Alternative Currency to the immediately succeeding sentence, Agent in same day funds by deposit of such funds to the Agent's account maintained at such Payment Office. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.10, 2.10 2.13, 2.15 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(g), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency) not later than 1:00 P.M. (New York City time) on the day when due due, without setoff or counterclaim, in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency not later than 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due, without setoff, deduction setoff or counterclaim. Subject , in such Foreign Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, facility fees or facility utilization fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day fundsfunds without set-off, without setoffcounterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, deduction or counterclaim. Subject interest on, and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAgent in same day funds by deposit of such funds to the applicable Agent’s Account without set-off, the counterclaim or deduction of any kind. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, commitment fees or interest or facility Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent’s receipt of principal such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower or Borrowing Subsidiary, as the case may be, shall make each payment hereunder and under any Notes, except with respect to principal or, interest on, and other amounts relating to, Advances denominated in Euros, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to the applicable Administrative Agent’s Account in Section 8.02 in same day immediately available funds, without setoff, deduction setoff or counterclaim. Subject The Borrower shall make each payment hereunder and under any Notes with respect to principal or, interest on, and other amounts relating to, Advances denominated in Euros, not later than 9:00 A.M. (New York City time) on the day when due in Euros to the Administrative Agent at the applicable Administrative Agent’s Account in immediately succeeding sentenceavailable funds, the without setoff or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.07, 2.10 2.10, 2.12, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with according to the terms of this Agreement. Upon receipt any Assuming Lender becoming a Lender hereunder as a result of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable Commitment Increase pursuant to Section 2.10 2.14 or 2.12) an extension of the Termination Date pursuant to Section 2.15, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders for the account of their respective Applicable Lending OfficesAssuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender Lender’s assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euros), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in Euros, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for Euros) on the day when due in Euros to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.04(b)(ii), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent's receipt of principal such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each ------------------------------- payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 the Agent's Account in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.05(b) and upon the Agent's receipt of such Lender's Assumption Agreement and recording the information contained therein in the Register, from and after the applicable Increase Date, the Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to such Assuming Lender.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes (except with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency) not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction set-off or counterclaim. Subject , by deposit of such funds to the immediately succeeding sentenceAgent’s account maintained at the Payment Office for Dollars. The Borrowers shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances or Letters of Credit denominated in an Alternative Currency not later than 11:00 A.M. (London time) on the day when due in such Alternative Currency to the Agent in same day funds by deposit of such funds to the Agent’s account maintained at the Payment Office for such Alternative Currency. The Agent will give the Company prior notice of the due date of the principal of any A Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s or the applicable Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Reimbursement Obligations or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.06, 2.10 2.11, 2.15, 2.19 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to 2.20 or as contemplated by Section 2.06(a)2.24) to the Lenders applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (including under Section 2.03, 2.05, 2.06 or 2.19) and under the Notes, whether the amount so paid is owing to any or all of the Lenders or to the Administrative Agent, not later than 1:00 P.M. (New York City time) without setoff, counterclaim, or any other deduction whatsoever, on the day when due in U.S. dollars to the Administrative Agent in care of JPMorgan Chase Bank, Agency Services, Xxx Xxxxx Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, Reference: Burlington Resources Inc., or at its address referred such other location designated by notice to in Section 8.02 the Borrower from the Administrative Agent and agreed to by the Borrower, in same day funds. Each such payment made by the Borrower for the account of any Lender hereunder, without setoff, deduction or counterclaim. Subject when so made to the immediately succeeding sentenceAdministrative Agent, shall be deemed duly made for all purposes of this Agreement and the Notes, except that if at any time any such payment is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or otherwise, such payment shall be deemed not to have been so made. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.07, 2.10 2.11, 2.12, 2.13, 2.15, 2.19 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes (except with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency) not later than 1:00 P.M. 11:00 a.m. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction set-off or counterclaim. Subject , by deposit of such funds to the immediately succeeding sentenceAgent’s account maintained at the Payment Office for Dollars. The Borrowers shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances or Letters of Credit denominated in an Alternative Currency not later than 11:00 a.m. (London time) on the day when due in such Alternative Currency to the Agent in same day funds by deposit of such funds to the Agent’s account maintained at the Payment Office for such Alternative Currency. The Agent will give the Company prior notice of the due date of the principal of any Revolving Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s or the applicable Borrower’s liability for such payment, but shall delay the due date of such payment for purposes of Sections ‎6.01(a) or ‎(b), as applicable, by the number of days after such due date that such notice is given. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Reimbursement Obligations or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03‎2.11, 2.10 ‎2.15, ‎2.19, ‎2.20 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)‎2.22 or as contemplated by ‎Section 2.24) to the Lenders applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of ​ ​ ​ any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euros), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in Euros, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for Euros) on the day when due in Euros to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, fees or interest or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.04(b)(ii), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The All payments of principal of and interest on each Loan in a particular Currency shall be made in such Currency. (b) (i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by a Borrower under this Agreement and the Notes shall make each payment hereunder be made in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) (in the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaimdue. Subject to the immediately succeeding sentence, the (ii) The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.09(d), 2.10 2.12, 2.15(c) or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to 3.05 or as contemplated by Section 2.06(a)2.05(c) or 2.16) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12iii) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, Acceptance the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. (c) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate) and of facility fees and letter of credit commission shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate, the Swing Loan Rate or the Base Rate based on the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, facility fee or, letter of credit commission, as the case may be; provided however, if such extension would cause payment of interest on or principal of Eurocurrency Rate 41

Payments and Computations. (a) The Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in (i) Dollars, without set‑off or counterclaim, not later than 1:00 12:00 P.M. or (New York City timeii) Euros, without set‑off or counterclaim, not later than 11:00 A.M., in each case (at the applicable Agent’s Account for such currency) on the day when due in U.S. dollars such currency to the Administrative Agent at its address referred or the Swingline Lender, as applicable, by deposit of such funds to in Section 8.02 the applicable Agent’s Account (or to the Swingline Lender’s account, as applicable) in same day funds. For the avoidance of doubt, without setoff, deduction or counterclaim. Subject the Borrowers will make all payments of principal and interest in respect of Swingline Loans directly to the immediately succeeding sentence, the Swingline Lender. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, Facility Fees or interest or facility fees Letter of Credit commissions ratably (other than amounts payable pursuant to Section 2.03Sections 2.13, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a2.16 or 8.04(c)) to the Lenders for the account of their respective Applicable applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, without setoffinterest on, deduction or counterclaim. Subject and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentence, Agent in same day funds by deposit of such funds to the applicable Agent's Account. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, facility fees or interest or facility Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.04(c), 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Alternative Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Alternative Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for such Alternative Currency) on the day when due in such Alternative Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, without setoffinterest on, deduction or counterclaim. Subject and other amounts relating to Advances denominated in a Foreign Currency not later than 12:00 Noon (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentence, Agent in same day funds by deposit of such funds to the applicable Agent's Account. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.05(b), 2.05(c), 2.10, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder free and clear of any setoff or counterclaim, with such payment (other than repayment of a Swing Line Loan) being paid not later than 1:00 P.M. 11:00 A.M. (New York City timeRelevant Currency Time) on the day when due in the case of principal or interest on and other amounts relating to any Borrowing in the currency in which such Borrowing was denominated and in any other case in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 in same same-day funds, without setoff, deduction or counterclaim. Subject funds by deposit of such funds to the immediately succeeding sentence, Administrative Agent’s Account for payments in the applicable currency. The Administrative Agent will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day of receipt) cause like funds to be distributed like funds relating to the (i) if such payment by a Borrower is in respect of principal principal, interest, fees or interest or facility fees ratably (any other than amounts Obligation then payable pursuant to Section 2.03, 2.10 or 2.12 orhereunder in a particular currency, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the applicable Lenders for the account of their respective Applicable Lending OfficesOffices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to the (ii) if such payment by a Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Office for payments in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Officesapplicable currency. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d10.7(d), from and after the effective date specified in of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby hereby to the Lender assignee thereunderhereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder free and clear of any setoff or counterclaim, with such payment (other than repayment of a Swing Line Loan) being paid not later than 1:00 P.M. 11:00 a.m. (New York City timeRelevant Currency Time) on the day when due in the case of principal or interest on and other amounts relating to any Borrowing in the currency in which such Borrowing was denominated and in any other case in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 in same same-day funds, without setoff, deduction or counterclaim. Subject funds by deposit of such funds to the immediately succeeding sentence, Administrative Agent's Account for payments in the applicable currency. The Administrative Agent will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day of receipt) cause like funds to be distributed like funds relating to the (i) if such payment by a Borrower is in respect of principal principal, interest, fees or interest or facility fees ratably (any other than amounts Obligation then payable pursuant to Section 2.03, 2.10 or 2.12 orhereunder in a particular currency, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the applicable Lenders for the account of their respective Applicable Lending Officeslending offices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to the (ii) if such payment by a Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, lending office for payments in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Officesapplicable currency. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.6(d), from and after the effective date specified in of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby hereby to the Lender assignee thereunderhereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.appropriate

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes not later than 1:00 2:00 P.M. (New York City time) on the day when due due. Payments made by the Borrowers shall be in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 SECTION 14.5 hereof in same day fundsimmediately available funds without deduction, without setoffwithholding, deduction setoff or counterclaim. Subject Payments made with respect to the immediately succeeding sentenceRevolving Loans shall be applied to repay Revolving Loans consisting of Base Rate Loans first and then Revolving Loans consisting of Eurodollar Loans. As soon as practicable after the Agent receives payment from the Borrowers, but in no event later than one Business Day after such payment has been made, subject to SECTION 2.1(D)(II), the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, or interest or facility fees ratably Fees (other than amounts payable to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to Section 2.03, 2.10 ARTICLE IV hereof) or 2.12 or, expenses payable to the extent Agent and the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) Lenders in accordance with SECTION 14.8 hereof ratably to the Lenders for the account of their respective Applicable Lending OfficesLenders, and like funds relating to the payment of any other amount amounts payable to any Lender such Lender. The Borrowers' obligations to the Lenders with respect to such Lender for payments shall be discharged by making such payments to the account of its Applicable Lending Office, in each case Agent pursuant to be applied in accordance with the terms of this Agreement. Upon receipt of principal SECTION 2.4(A) or interest if not timely paid after an or any Event of Default and an acceleration or a deemed acceleration of amounts due hereunderthen exists, the Agent will promptly thereafter cause to may be distributed like funds relating added to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording amount of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesRevolving Loans outstanding.

Payments and Computations. (a) The Borrower shall make each payment hereunder not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 the Agent's Account in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19, and upon the Agent's receipt of principal such Lender's Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder hereunder, without counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City timeat the Payment Office) on the day when due in U.S. dollars to the Agent at its address referred Administrative Agent, by deposit of such funds to in Section 8.02 the applicable Agent’s Account in same day funds,, without setoffwith payments being received by the Administrative Agent on any Business Day after 11:00 A.M. New York City time or at the Payment Office, deduction as the case may be (or counterclaimon a day that is not a Business Day), being deemed (in the Administrative Agent’s sole discretion) to have been received on the next succeeding Business Day. Subject to the immediately succeeding sentence, the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.09, 2.10 2.12 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and thereunder for any period after the parties to effective date specified in such Assignment and Acceptance shall make all appropriate adjustments in such payments Acceptance, and to the Lender assignor for periods prior to such effective date directly between themselvesdate.

Payments and Computations. (a) The Borrower shall make each payment hereunder under any Credit Document not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred Payment Office (or to an Issuing Bank, in the case of payments to an Issuing Bank under Section 8.02 2.18, or to a Swingline Lender, in the case of payments to a Swingline Lender under Section 2.04(b) or Section 2.09) in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the The Administrative Agent will promptly thereafter cause to be distributed (i) like funds relating to the payment of principal of or interest on Revolving Advances, commitment fees or facility fees commissions on Letters of Credit as contemplated by Section 2.18(b) ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.06 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)2.16) to the Revolving Lenders (decreased, as to any Lender, for any taxes withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, and (ii) like funds relating to the payment of principal of or interest on Term Advances ratably (other than amounts payable pursuant to Section 2.06 or 2.16) to the Term Lenders (decreased, as to any Lender, for taxes withheld in respect of such Lender as contemplated by Section 2.13(b)) for the account of their respective Applicable Lending Offices, (iii) like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default , and an acceleration or a deemed acceleration of amounts due hereunder, (iv) to the Collateral Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts any amount payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending OfficesCollateral Agent. Upon its acceptance of an Assignment and Acceptance a Transfer Agreement and recording of the information contained therein in the Register pursuant to Section 8.07(d10.06(d), from and after the effective date specified in such Assignment and AcceptanceTransfer Agreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Transfer Agreement shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing to the Administrative Agent, the Borrower shall notify the Administrative Agent of the Borrowing to which such payment shall apply. In the absence of such notice, the Administrative Agent may specify the Borrowing to which such payment shall apply and with respect to voluntary prepayments, will apply such payments to the Advances in the following order, first to Revolving Advances, second to Base Rate Advances, and last to LIBOR Advances (in the order of shortest to longest Interest Period).

Payments and Computations. (a) The Borrower shall make each payment hereunder not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in U.S. dollars Dollars in same day funds and without deduction, setoff or counterclaim. On and prior to the Termination Date, each such payment shall be made to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction for the account of the Initial Lender or counterclaim. Subject the L/C Issuer by wire transfer to the immediately succeeding sentenceCollection Account, except payments to be made for the account of the Agent or the L/C Administrator pursuant to the express terms of this Agreement, which shall be paid directly to the parties entitled to such payments at the respective accounts designated by such parties. Following the Termination Date, each such payment shall be made to the Agent by wire transfer to the Agent’s Account, and the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.10, 2.10 Section 2.12, Section 2.16 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)Article 9) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Lender, the Agent, the L/C Administrator or the L/C Issuer (as applicable) to such Lender for the account of its Applicable Lending Office, the Agent, the L/C Administrator or the L/C Issuer, in each case to be applied in accordance with the terms of this Agreement. Upon receipt the effectiveness of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such any Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency or Committed L/C Currency, not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred the applicable Agent's Account in same day funds and without deduction, set off or counterclaim. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 8.02 a Committed Currency, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency, to the Agent, by deposit of such funds to the applicable Agent's Account in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.04(b)(ii), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Except to the extent otherwise provided for in Section 2.18 with respect to the reimbursement of LC Disbursements and interest thereon (i) the Borrowers shall make each payment hereunder hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, or reimbursement of LC Disbursements, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds, (ii) the Borrowers shall make each payment hereunder, without setoffcounterclaim or set-off, deduction or counterclaim. Subject with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euro, not later than 11:00 A.M. (at the Payment Office for such Euro) on the day when due in such Euro to the immediately succeeding sentenceAdministrative Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility reimbursement of LC Disbursements, or commitment fees and participation fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency or Committed L/C Currency, not later than 1:00 P.M. 12:00 noon (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred the applicable Agent’s Account in same day funds and without deduction, set off or counterclaim. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Section 8.02 a Committed Currency, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.04(b)(ii), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder hereunder, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the Administrative Agent’s Account in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.11, 2.10 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(d)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt any New Lender becoming a Lender hereunder as a result of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable Commitment Increase pursuant to Section 2.10 2.18 or 2.12) an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders for the account of their respective Applicable Lending OfficesNew Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Except to the extent otherwise provided for in Section 2.18 with respect to the reimbursement of LC Disbursements and interest thereon (i) the Borrowers shall make each payment hereunder hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, or reimbursement of LC Disbursements, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds, (ii) the Borrowers shall make each payment hereunder, without setoffcounterclaim or set-off, deduction or counterclaim. Subject with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euro, not later than 11:00 A.M. (London time) on the day when due in Euro to the immediately succeeding sentenceAdministrative Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility reimbursement of LC Disbursements, or commitment fees and participation fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder not later than 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's ’s outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under any Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Major Currency or Swing Line Advances, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the applicable Agent’s Office in same day fundsfunds without set-off, without setoffcounterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, deduction or counterclaim. Subject interest on, and other amounts relating to Advances (other than Swing Line Advances) denominated in a Major Currency not later than 12:00 Noon (at the Agent’s Office for such Major Currency) on the day when due in such Major Currency to the immediately succeeding sentenceAdministrative Agent in same day funds by deposit of such funds to the account at the applicable Agent’s Office without set-off, counterclaim or deduction of any kind. Each Borrower shall make each payment hereunder and under any Notes with respect to principal of, interest on, and other amounts relating to Swing Line Advances not later than 12:00 Noon (London time) on the day when due in the currency of such Swing Line Advance to the Swing Line Agent in same day funds by deposit of such funds to the account at the applicable Agent’s Office without set-off, counterclaim or deduction of any kind. The Administrative Agent or Swing Line Agent, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, commitment fees or interest or facility Letter of Credit fees ratably (other than amounts payable pursuant to Section 2.032.04(c), 2.10 2.05(b)(ii), 2.06(b), 2.06(c), 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the applicable Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt any Assuming Lender becoming a Lender hereunder as a result of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable Commitment Increase pursuant to Section 2.10 2.18 or 2.12) an extension of the Termination Date pursuant to Section 2.19, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders for the account of their respective Applicable Lending OfficesAssuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent or Swing Line Agent, as the case may be, shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder not later than 1:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility commitment fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due 37 hereunder, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, if any, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred Agent, by deposit of such funds to in Section 8.02 the applicable Agent's Account in same day funds. Each Borrower shall make each payment hereunder and under the Notes, without setoffif any, deduction irrespective of any right of counterclaim or counterclaim. Subject set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euros, not later than 11:00 A.M. (London time) on the day when due in Euros to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, if any, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred Agent, by deposit of such funds to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder and under the Notes, without setoffif any, deduction irrespective of any right of counterclaim or counterclaim. Subject set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euros, not later than 11:00 A.M. (London time) on the day when due in Euros to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower or Borrowing Subsidiary, as the case may be, shall make each payment hereunder and under any Notes, except with respect to principal or, interest on, and other amounts relating to, Advances denominated in Euro, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to the applicable Administrative Agent’s Account in Section 8.02 in same day immediately available funds, without setoff, deduction setoff or counterclaim. Subject The Borrower shall make each payment hereunder and under any Notes with respect to principal or, interest on, and other amounts relating to, Advances denominated in Euro, not later than 9:00 A.M. (New York City time) on the day when due in Euro to the Administrative Agent at the applicable Administrative Agent’s Account in immediately succeeding sentenceavailable funds, the without setoff or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.07, 2.10 2.10, 2.12, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with according to the terms of this Agreement. Upon receipt any Assuming Lender becoming a Lender hereunder as a result of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable Commitment Increase pursuant to Section 2.10 2.14 or 2.12) an extension of the Termination Date pursuant to Section 2.15, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders for the account of their respective Applicable Lending OfficesAssuming Lender. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender Lender’s assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder and under the Notes, if any, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred Agent, by deposit of such funds to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder and under the Notes, without setoffif any, deduction irrespective of any right of counterclaim or counterclaim. Subject set-off, with respect to principal of, interest on, and other amounts relating to, Advances denominated in Euros, not later than 11:00 A.M. (London time) on the day when due in Euros to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and or the effective date of the exercise of the call rights in Section 2.18 or the put rights in Section 2.19, as the case may be, and, in any such case, its recording of the information contained therein or relating thereto in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and AcceptanceAcceptance or the applicable notice delivered pursuant to Section 2.18 or Section 2.19, as applicable, the Agent shall make all payments hereunder and under the Notes, if any, in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The All payments of principal of and interest on each Loan in a particular Currency shall be made in such Currency. (b) (i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by a Borrower under this Agreement and the Notes shall make each payment hereunder be made in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) (in the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaimdue. Subject to the immediately succeeding sentence, the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 46 (ii) The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.09(d), 2.10 2.12, 2.15(c) or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to 3.05 or as contemplated by Section 2.06(a)2.05(c) or 2.16) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12iii) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, Acceptance the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (c) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate) and of facility fees and letter of credit commission shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on Term SOFR, EURIBOR or the Base Rate based on the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, facility fee or, letter of credit commission, as the case may be; provided however, if such extension would cause payment of interest on or principal of SOFR Loans or EURIBOR Loans to be made in the next following calendar month, such payment shall be made on the next preceding U.S. Government Securities Business Day or Business Day, as applicable. (e) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each relevant Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 47 (f) Anything in Section 2.11(a) to the contrary notwithstanding, and without prejudice to Section 2.08(b) or 7.01(a), if any Borrower shall fail to pay any principal or interest denominated in an Alternate Currency within one Business Day after the due date therefor in the case of principal and three Business Days after the due date therefor in the case of interest (without giving effect to any acceleration of maturity under Article VII (Events of Default)), the amount so in default shall automatically be redenominated in Dollars on the day one Business Day after the due date therefor in the case of a principal payment and three Business Days after the due date therefor in the case of an interest payment in an amount equal to the Dollar Equivalent of such principal or interest. (g) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations subject to this Section 2.11 due to it from and for the benefit of the Borrowers to the Non-Defaulting Lenders for application to, and reduction of, the Non-Defaulting Lenders’ ratable portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Each Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance with Section 2.16(a)(iii). This Section 2.11(g) shall (i) apply at any time such Lender is a Defaulting Lender and be effective regardless of whether an Event of Default has occurred or is continuing and notwithstanding (1) any other provision of this Agreement to the contrary or (2) any instruction of the U.S. Borrower as to its desired application of payments and (ii) not be deemed to relieve or otherwise release any Borrower from any of its Obligations due or owing to any Lender, including a Defaulting Lender. (h) In connection with the use or administration of Term SOFR or EURIBOR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the U.S. Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or EURIBOR. SECTION 2.12.

Payments and Computations. (a) The Borrower shall make each payment hereunder hereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction or counterclaim. Subject and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes not later than 1:00 P.M. (New York City time) Boston, Massachusetts time on the day when due due. Payments made by the Borrowers shall be in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 14.4 hereof in same day fundsimmediately available funds without deduction, without setoffwithholding, deduction setoff or counterclaim. Subject Payments shall be applied, first, with respect to outstanding Swingline Loans and, then, with respect to Revolving Loans. Payments made with respect to the immediately succeeding sentenceRevolving Loans shall be applied to repay Revolving Loans consisting of Base Rate Loans first and then Revolving Loans consisting of LIBOR Loans. As soon as practicable after the Administrative Agent receives payment from the Borrowers, but in no event later than one (1) Business Day after such payment has been made, subject to Section 2.1(d)(ii), the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal principal, interest, or interest or facility fees ratably Fees (other than amounts payable to the Administrative Agent to reimburse the Administrative Agent and the Issuing Banks for fees and expenses payable solely to them pursuant to Section 2.03Article 4 hereof and Swingline Loans, 2.10 or 2.12 ortogether with accrued interest thereon, which shall be distributed solely to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)Swingline Lender) or expenses payable to the Administrative Agent and the Lenders for in accordance with Section 14.6 hereof ratably to the account of their respective Applicable Lending OfficesLenders, and like funds relating to the payment of any other amount amounts payable to any Lender such Lender. The Borrowers' obligations to the Lenders with respect to such Lender for payments shall be discharged by making such payments to the account of its Applicable Lending Office, in each case Administrative Agent pursuant to be applied in accordance with the terms of this Agreement. Upon receipt of principal Section 2.3(a) or interest if not timely paid after an or any Event of Default and an acceleration or a deemed acceleration of amounts due hereunderthen exists, the Agent will promptly thereafter cause to may be distributed like funds relating added to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording amount of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselvesRevolving Loans outstanding.

Payments and Computations. (a) The Borrower shall ------------------------- make each payment hereunder and under the Notes, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in an Alternative Currency, not later than 1:00 P.M. 12:00 Noon (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds. The Borrower shall make each payment hereunder and under the Notes with respect to principal of, without setoffinterest on, deduction or counterclaim. Subject and other amounts relating to Advances denominated in an Alternative Currency not later than 12:00 Noon (at the Payment Office for such Alternative Currency) on the day when due in such Alternative Currency to the immediately succeeding sentence, Administrative Agent in same day funds by deposit of such funds to the Administrative Agent's account maintained at such Payment Office. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.10, 2.10 2.13, 2.15 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.07(g), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by such Borrower hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment required to be made by such Borrower hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.04(b), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19 and upon the Agent’s receipt of principal such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all NYDOCS02/1129523.1 payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by such Borrower hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment required to be made by such Borrower hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.04(b), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19 and upon the Agent’s receipt of principal such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The All payments of principal of and interest on each Loan in a particular Currency shall be made in such Currency. (b) (i) All payments of principal of and interest on the Loans and all other amounts whatsoever payable by a Borrower under this Agreement and the Notes shall make each payment hereunder be made in immediately available funds, without deduction, setoff or counterclaim, to the Administrative Agent’s Account for the relevant Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) (in the case of amounts payable in Dollars) or 11:00 A.M. Local Time in the location of the Administrative Agent’s Account (in the case of amounts payable in an Alternate Currency), on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaimdue. Subject to the immediately succeeding sentence, the (ii) The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.09(d), 2.10 2.12, 2.15(c) or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to 3.05 or as contemplated by Section 2.06(a)2.05(c) or 2.16) to the Lenders entitled thereto for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12iii) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, Acceptance the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned or assumed thereby to the Lender assignee thereunder, and or New Lender thereunder (as the case may be). The parties to such each Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. (c) All computations of interest based on the Base Rate (other than if the Base Rate is computed on the basis of the Federal Funds Rate) and of facility fees and letter of credit commission shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate, the Swing Loan Rate or the Base Rate based on the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 the Agent's Account in same day funds. The failure of the Borrowers to make any such payment by such time shall not constitute a default hereunder, without setoffprovided that such payment is made on such due date, deduction or counterclaimbut any such payment made after 11:00 A.M. on such due date shall be deemed to have been made on the next Business Day for the purpose of calculating interest on amounts outstanding on the Term Loans. Subject to the immediately succeeding sentence, the The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees under or in respect of the Term Loans, the Letter of Credit or the Convertible Notes ratably (other than amounts payable pursuant to Section 2.032.09(a), 2.10 2.09(b) or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)2.11) to the Lenders for the account of their respective Applicable Lending OfficesOffices pro rata in accordance with each Lender's percentage of Term Loans, Letter of Credit Obligations or Convertible Notes, respectively, as provided in Section 2.01(b) and 2.04, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in of such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes and the Convertible Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment required to be made by such Borrower hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment required to be made by such Borrower hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to NYDOCS01/1357750.4 Section 2.032.04(b), 2.10 2.11, 2.14 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 or an extension of the Termination Date pursuant to Section 2.19 and upon the Agent’s receipt of principal such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunderExtension Date, as the case may be, the Agent will promptly thereafter cause to be distributed like funds relating shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the payment of principal or interest ratably in accordance with each Assuming Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and AcceptanceAssumption, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower Borrowers shall make each payment hereunder and under the Notes (except with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency) not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaim. Subject funds by deposit of such funds to the immediately succeeding sentenceAgent's account maintained at the Payment Office for Dollars in New York City. The Borrowers shall make each payment hereunder and under the Notes with respect to principal of, interest on, and other amounts relating to Advances denominated in an Alternative Currency not later than 11:00 A.M. (London time) on the day when due in such Alternative Currency to the Euro-Agent in same day funds by deposit of such funds to the Euro-Agent's account maintained at the Payment Office for such Alternative Currency. The Agent or the Euro-Agent will give the Company prior notice of the due date of the principal of any A Advance and of the due date and amount of any fees payable hereunder; PROVIDED that the failure to give any such prior notice shall not limit the Company's or the applicable Borrower's liability for such payment, but shall delay the due date of such payment for purposes of SECTIONS 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given. The Agent or Euro-Agent, as applicable, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section SECTION 2.03, 2.10 2.08, 2.12 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)2.17) to the Lenders Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Bank to such Lender Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Administrative Agent at its address referred to in Section 8.02 the applicable Administrative Agent’s Account in same day funds. The Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Committed Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the immediately succeeding sentenceAdministrative Agent, by deposit of such funds to the applicable Administrative Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.4(b)(ii), 2.10 3.3, 3.4, 3.5, 3.6 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)3.7) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender Party to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an a Lender Assignment and Acceptance Agreement and recording of the information contained therein in the Register pursuant to Section 8.07(d)11.11.3, from and after the effective date specified in such Lender Assignment and AcceptanceAgreement, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment and Acceptance Agreement shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder not later than 1:00 P.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 in same day funds, without setoff, deduction or counterclaim. Subject to the immediately succeeding sentence, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's ’s outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Foreign Currency), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in a Foreign Currency, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest interest, fees or facility fees commissions ratably (other than amounts payable pursuant to Section 2.032.12, 2.10 2.15 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The (i) the Borrower shall make each payment hereunder hereunder, without counterclaim or set-off, with respect to principal of, interest on, and other amounts relating to, Term Loans denominated in Dollars not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred Administrative Agent, by deposit of such funds to in Section 8.02 the applicable Agent’s Account in same day funds, (ii) the Borrower shall make each payment hereunder, without setoffcounterclaim or set-off, deduction or counterclaim. Subject with respect to principal of, interest on, and other amounts relating to, Term Loans denominated in Euro, not later than 11:00 A.M. (London time) on the day when due in Euro to the immediately succeeding sentenceAdministrative Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, and (iii) the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.10, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the other Loan Documents in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Borrower shall make each payment hereunder (and under the Notes, if any), irrespective of any right of set-off or counterclaim, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due due, in U.S. dollars Dollars (i) to the Administrative Agent at the Administrative Agent’s (or Sub-Agent’s) Account in same day funds, or (ii) to the Issuing Bank at its address referred to in Section 8.02 9.02 in same day funds, without setoffin respect of payments to reimburse the Issuing Banks for payments under Letters of Credit and the payments under Section 3.06(b). The Borrower shall make each payment hereunder, deduction irrespective of any right of set-off or counterclaim. Subject , with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 11:00 A.M. (at the Payment Office for such Committed Currency) on the day when due, in such Committed Currency to the immediately succeeding sentenceAdministrative Agent, by deposit of such funds to the Administrative Agent’s (or Sub-Agent’s) Account in same day funds. The Borrower shall make each payment hereunder, irrespective of any right of set-off or counterclaim, with respect to reimbursement of a Letter of Credit denominated in a Committed Currency, (A) in such Committed Currency, at the office designated therefor by the respective Issuing Bank so long as such payment is made by the close of business on the Business Day when due and (B) thereafter in Dollars (at the then Dollar Equivalent of the amount due on such preceding Business Day), by 11:00 A.M. (New York City time) to the respective Issuing Bank at its address referred to in Section 9.02 in same day funds as provided in Section 3.10 below. The Administrative Agent or the respective Issuing Bank, as the case may be, will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03Sections 2.07, 2.10 or 2.12 or2.11, to the extent the Termination Date is not the same for all Lenders2.14, pursuant to Section 2.06(a)3.04, 9.04 and 9.08) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Issuing Bank or Lender to such Issuing Bank or Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt any Assuming Lender becoming a Lender hereunder as a result of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable Commitment Increase pursuant to Section 2.10 2.19 or 2.12) an extension of the Termination Date pursuant to Section 2.20, and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date or Extension Date, or the respective Issuing Bank, as the case may be, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Lenders for the account of their respective Applicable Lending OfficesAssuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent or the respective Issuing Bank, as the case may be, shall make all payments hereunder and under the Notes, if any, issued in connection therewith in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder free and clear of any setoff or counterclaim, with such payment (other than repayment of a Swing Line Loan) being paid not later than 1:00 P.M. 11:00 a.m. (New York City timeRelevant Currency Time) on the day when due in the case of principal or interest on and other amounts relating to any Borrowing in the currency in which such Borrowing was denominated and in any other case in U.S. dollars Dollars, to the Administrative Agent at its address referred to in Section 8.02 in same same-day funds, without setoff, deduction or counterclaim. Subject funds by deposit of such funds to the immediately succeeding sentence, Administrative Agent’s Account for payments in the applicable currency. The Administrative Agent will promptly thereafter (and in any event, if received from a Borrower by the time specified in the preceding two sentences, on the day of receipt) cause like funds to be distributed like funds relating to the (i) if such payment by a Borrower is in respect of principal principal, interest, fees or interest or facility fees ratably (any other than amounts Obligation then payable pursuant to Section 2.03, 2.10 or 2.12 orhereunder in a particular currency, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)) to the applicable Lenders for the account of their respective Applicable Lending OfficesOffices for payments in such currency ratably in accordance with the amounts of such respective Obligations in such currency then payable to such Lenders, and like funds relating to the (ii) if such payment by a Borrower is in respect of any other amount Obligation then payable hereunder to any Lender one Lender, to such Lender for the account of its Applicable Lending Office, Office for payments in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Officesapplicable currency. Upon its acceptance of an Assignment and Acceptance Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d9.6(d), from and after the effective date specified in of such Assignment and AcceptanceAssumption, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby hereby to the Lender assignee thereunderhereunder, and the parties to such Assignment and Acceptance Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.. 45 ATL 19984825v10

Payments and Computations. (a) The Each Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars and the processing fee, if any, payable in accordance with Section 9.07(a)), irrespective of any right of counterclaim or set-off, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Euros to the Agent at its address referred to in Section 8.02 the applicable Agent’s Account in same day funds. Each Borrower shall make each payment hereunder with respect to principal of, without setoffinterest on, deduction and other amounts relating to, Advances denominated in Dollars, irrespective of any right of counterclaim or counterclaim. Subject set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the immediately succeeding sentence, Agent at the applicable Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.032.04(b)(ii), 2.10 2.10, 2.13 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Liquidity Borrower shall make each payment hereunder hereunder, subject to the provisions of Section 8.08 hereof, not later than 1:00 3:00 P.M. (New York City time) on the day when due in U.S. dollars Dollars to the Liquidity Agent by wire to its account at its address referred The Chase Manhattan Bank, New York, Fed ABA #021000021, Account of: Bayerischx Xxxxxxxank, New York Branch, Account #544-7-07960, Reference: Charter XXX, xx xx otherwise specified from time to in Section 8.02 in same day funds, without setoff, deduction or counterclaim. Subject time by the Liquidity Agent by written notice to the immediately succeeding sentenceLiquidity Borrower. Upon receipt of such payment, the Liquidity Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees hereunder ratably (other than amounts payable pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a)as otherwise prescribed herein) to the Lenders Liquidity Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable hereunder to any Lender Liquidity Bank to such Lender Liquidity Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d8.06(d), from and after the effective date "Transfer Date" specified in such Assignment and Acceptance, the Liquidity Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender Liquidity Bank's assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments and Computations. (a) The Each Borrower shall make each payment hereunder, irrespective of any right of counterclaim or set-off hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in Dollars, not later than 1:00 P.M. 11:00 A.M. (New York City time) on the day when due in U.S. dollars Dollars to the Agent at its address referred to in Section 8.02 the applicable Agent's Account in same day funds. Each Borrower shall make each payment, without setoffirrespective of any right of counterclaim or set-off hereunder with respect to principal of, deduction or counterclaim. Subject interest on, and other amounts relating to, Advances denominated in a Foreign Currency, not later than 11:00 A.M. (at the Payment Office for such Foreign Currency) on the day when due in such Foreign Currency to the immediately succeeding sentenceAgent, by deposit of such funds to the applicable Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or principal, interest, facility fees or letter of credit commissions ratably (other than amounts payable pursuant to Section 2.03, 2.10 2.12, 2.15 or 2.12 or, to the extent the Termination Date is not the same for all Lenders, pursuant to Section 2.06(a9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of principal or interest paid after an Event of Default and an acceleration or a deemed acceleration of amounts due hereunder, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably in accordance with each Lender's outstanding A Advances and B Advances (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders for the account of their respective Applicable Lending Offices. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d9.06(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.