Common use of Payments by the Borrowers Clause in Contracts

Payments by the Borrowers. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

Payments by the Borrowers. (a) All payments to be made by any Borrower hereunder shall be made without set-off, recoupment or counterclaim. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document such Borrower shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Banks at the Administrative Agent's Office, and shall be paid to such Lender by wire transfer of made in Dollars and in immediately available funds in accordance with funds, no later than 12:30 P.M. (Chicago time) on the wiring instructions provided by such Lender to the date specified herein. The Administrative Agent from time will promptly distribute to time, for the account each Bank its Percentage (or other applicable share as expressly provided herein) of such Lender at the applicable Lending Office of such Lenderpayment in like funds as received. Each Any payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement later than 12:30 P.M. (Chicago time) shall be paid deemed to such Issuing Bank by wire transfer of immediately available funds in accordance with have been received on the wiring instructions provided by such Issuing Bank following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the Administrative Agent from provisions set forth in the definition of Interest Period, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time to time, for shall in such case be included in the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Administrative Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Banks that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount until paid at a rate per annum equal to the amount then due such Bank. If and to the extent such Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Effective Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Bank until the period of such extensiondate repaid.

Payments by the Borrowers. (a) All payments to be made by any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreementshall be made to the Administrative Agent, for the Notes account of the respective Lenders or any other Loan Document Letter of Credit Issuers to which such payment is owed, at the Administrative Agent’s Office, and shall be made in Dollars, Dollars and in immediately available funds, without setoff, deduction or counterclaim, to no later than 3:00 p.m. (New York time) on the date specified herein. Any payment received by the Administrative Agent at the Principal Office, not later than 1:00 3:00 p.m. Central time (New York, New York time) may be deemed, in the Administrative Agent’s sole discretion, to have been received on the date following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of Interest Period, whenever any payment is due on which a day other than a Business Day, such payment shall become be due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (or such later time on such date as c) Unless the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to shall have been made on the next succeeding Business Day). Subject to Section 10.05, received notice from the Borrowers shall, at prior to the time of making each payment under this Agreement or at which any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is due to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement the Lenders or any Note shall be paid to the Letter of Credit Issuers hereunder that the Borrowers will not make such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to payment, the Administrative Agent from time may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to time, for the account of such Lender at the applicable Lending Office Lenders or Letter of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing BankCredit Issuers, as the case may be, within one Business Day the amount due. In such event, if the Borrowers have not in fact made such payment, then each of receipt the applicable Lenders or Letter of such amountsCredit Issuers, as the case may be, severally agrees to repay to the Administrative Agent shall pay forthwith on demand the amount so distributed to such Lender or such Letter of Credit Issuer, in immediately available funds with interest on thereon, for each day from and including the date such amount until paid is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the greater of the Federal Funds Rate from time and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to time in effect. If the due date any Lender, Letter of Credit Issuer or Borrower with respect to any payment amount owing under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date clause (c) shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rateconclusive, if any, applicable to such payment for the period of such extensionabsent manifest error.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, Company or the Notes or any other Loan Document Dutch Borrower shall be made in Dollarswithout set-off, in immediately available funds, without setoff, deduction recoupment or counterclaim. Except as otherwise expressly provided herein (including in Section 11.10), to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable all payments by the Borrowers hereunder Company and the Dutch Borrower shall be made to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Lenders at the Administrative Agent’s Office, and shall be paid to such Lender by wire transfer of made in U.S. Dollars and in immediately available funds, no later than 1:00 p.m. (Charlotte time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Total Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds in accordance with the wiring instructions provided as received. Any payment received by such Lender to the Administrative Agent from time later than 1:00 p.m. (Charlotte time) shall be deemed to timehave been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) All payments to be made by the Canadian Borrower shall be made without set-off, for recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the account of such Lender at the applicable Lending Office of such Lender. Each payment received by Canadian Borrower shall be made to the Administrative Agent for the account of an Issuing Bank under this Agreement the Lenders at the Administrative Agent’s Office, and shall be paid to such Issuing Bank by wire transfer of made in Canadian Dollars and in immediately available funds, no later than 2:00 p.m. (Toronto time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Total Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds in accordance with the wiring instructions provided as received. Any payment received by such Issuing Bank to the Administrative Agent from later than 2:00 p.m. (Toronto time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (c) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of a Eurodollar Loan, the following Business Day is in another calendar month, in which case such payment shall be made on the preceding Business Day), and such extension of time to time, for shall in such case be included in the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (d) Unless the Administrative Agent receives notice from the Company or the Dutch Borrower prior to the date on which any payment is due to the Lenders that the Company or the Dutch Borrower will not make such amountspayment in full as and when required, the Administrative Agent shall pay interest may assume that the Company or the Dutch Borrower, as applicable, has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent the Company or the Dutch Borrower, as applicable, has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from time the date such amount is distributed to time such Lender until the date repaid. (e) Unless the Administrative Agent receives notice from the Canadian Borrower prior to the date on which any payment is due to the Lenders that the Canadian Borrower will not make such payment in effectfull as and when required, the Administrative Agent may assume that the Canadian Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended and to the next succeeding Business Day and extent the Canadian Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest shall continue to accrue thereon at the rate, if any, applicable Canadian Cost of Funds Rate for each day from the date such amount is distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. (a) All payments to be made by any Borrower hereunder shall be made without set-off, recoupment or counterclaim. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document such Borrower shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Banks at the Administrative Agent's Office, and shall be paid to such Lender by wire transfer of made in Dollars and in immediately available funds in accordance with funds, no later than 12:30 P.M. (Chicago time) on the wiring instructions provided by such Lender to the date specified herein. The Administrative Agent from time will promptly distribute to time, for the account each Bank its Percentage (or other applicable share as expressly provided herein) of such Lender at the applicable Lending Office of such Lenderpayment in like funds as received. Each Any payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement later than 12:30 P.M. (Chicago time) shall be paid deemed to such Issuing Bank by wire transfer of immediately available funds in accordance with have been received on the wiring instructions provided by such Issuing Bank following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the Administrative Agent from provisions set forth in the definition of Interest Period, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time to time, for shall in such case be included in the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Administrative Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Banks that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount until paid at a rate per annum equal to the amount then due such Bank. If and to the extent such Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Bank until the period of such extensiondate repaid.

Payments by the Borrowers. Except to the extent otherwise provided herein, all payments Each payment of principal, interest, Fees principal of and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document interest on Loans and fees hereunder shall be made in Dollarspaid not later than 2:00 P.M. on the date when due, in Federal or other funds immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Administrative Agent’s Office, not later than 1:00 p.m. Central time on the date on which . Each such payment shall become due (be made without condition or such later time on such date as deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in the absence of this provision be asserted by any Loan Party against the Administrative Agent may determine in its sole discretion) (each such payment made or any Lender. Payments received after such time on such due date to 2:00 P.M. shall be deemed to have been made received on the next succeeding Business Day), and any applicable interest or fee shall continue to accrue. Subject to Section 10.05, the Borrowers Each Borrower shall, at the time of making each payment it makes any payments under this Agreement or any other Loan DocumentAgreement, specify to the Administrative Agent the Group of Loans, fees or other amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement applied (and if it fails to specify or any Note shall if such application would be paid to such Lender by wire transfer of immediately available funds in accordance inconsistent with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amountsterms hereof, the Administrative Agent shall pay interest on shall, subject to Section 2.11, distribute such amount until paid at a rate per annum equal payment to the Federal Funds Rate from time Lenders in such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments to time in effect. If the due applicable Lenders on the date of receipt thereof, if such payment is received prior to 2:00 P.M.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders on the next succeeding Business Day. Whenever any payment under this Agreement or any other Loan Document would otherwise fall hereunder shall be due on a day which is not a Business Day such Day, the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Each Borrower hereby authorizes and interest shall continue directs the Administrative Agent to accrue at debit any account maintained by such Borrower with the rate, if any, applicable Administrative Agent to such payment for the period of such extensionpay when due any amounts required to be paid from time to time under this Agreement.

Payments by the Borrowers. Except (a) All payments (including prepayments) to the extent otherwise provided herein, all payments be made by each Credit Party on account of principal, interest, Fees fees and other amounts to required hereunder shall be made by without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to the Borrowers under this AgreementAgent (for the ratable account of the Persons entitled thereto) at the address for payment specified in Schedule 9.2 in relation to the Agent (or such other address as the Agent may from time to time specify in accordance with Section 9.2), the Notes or any other Loan Document and shall be made in Dollars, Dollars and by wire transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not no later than 1:00 p.m. Central time (New York time) on the date on due. Any payment which such payment is received by the Agent later than 1:00 p.m. (New York time) shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of a Default or Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, if any payment hereunder 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). Subject to Section 10.05, and such extension of time shall in such case be included in the Borrowers shall, at the time computation of making each payment under this Agreement interest or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bankfees, as the case may be. (c) Except for payments otherwise made on account of specific Obligations in accordance with this Agreement, within one Business Day of receipt of such amounts, the Administrative Agent shall pay apply any and all payments in respect of any Obligation, including all proceeds received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default, as follows: fourth, to payment of all accrued and unpaid interest on such amount the Tranche A Term Loans; fifth, to payment of principal of the Tranche A Term Loans; sixth, to payment of all accrued and unpaid interest on the Revolving Loans; seventh, to payment of principal of the Revolving Loans; ninth, to payment of all accrued unpaid interest on the Tranche B Term Loans; tenth, to payment of principal of the Tranche B Term Loans; In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until paid at a rate per annum equal exhausted prior to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended application to the next succeeding Business Day category and interest (ii) each of the Lenders or other Persons entitled to payment shall continue receive an amount equal to accrue at the rate, if any, applicable its pro rata share of amounts available to such payment for the period be applied pursuant to clauses fourth through eleventh above in like funds as received by wire transfer to an account of such extensionLender as designated in writing to the Agent.

Payments by the Borrowers. (i) Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollars, to the Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not no later than 1:00 1:30 p.m. Central time on the date on which such specified herein. Any payment received by the Agent later than 1:30 p.m. shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made received (unless the Agent, in its sole discretion, elects to credit it on the next succeeding Business Day). Subject to Section 10.05, date received) on the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless the Agent receives notice from the Borrowers prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrowers have made (or will make) such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers do not make such payment in full to the Agent on the date when due, each Lender severally shall repay to the Agent on the Business Day following the Business Day on which Agent makes demand therefor (the “Reimbursement Date”), such amount distributed to such Lender, together with interest thereon (A) at the rateOvernight Libor Rate for each day from the date such amount is distributed to such Lender until the Reimbursement Date, and (B) at the Defaulting Lender Rate, if anysuch repayment is not made on the Reimbursement Date, applicable to such payment for each day from and including the period of such extensionReimbursement Date until the date repaid.

Payments by the Borrowers. (a) All payments to be made by or on behalf of the Borrowers shall be made without set-off, recoupment, or counterclaim. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Lenders at the Administrative Agent’s address set forth in Section 16.8, and shall be paid to such Lender by wire transfer of made in Dollars and in immediately available funds in accordance with funds, no later than 3:00 p.m. (New York time) on the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lenderdate specified herein. Each Any payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement later than 3:00 p.m. (New York, New York time) shall be paid deemed to such Issuing Bank by wire transfer of immediately available funds in accordance with have been received on the wiring instructions provided by such Issuing Bank following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the Administrative Agent from provisions set forth in the definition of Interest Period, whenever any payment is due on a day other than a Business Day, such payment shall be due on the following Business Day, and such extension of time to time, for shall in such case be included in the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day . (c) Unless the Administrative Agent receives notice from the Borrowers (or Administrative Borrower on behalf of receipt of the Borrowers) prior to the date on which any payment is due to the Lenders that the Borrowers will not make such amountspayment in full as and when required, the Administrative Agent shall pay interest may assume that the Borrowers have made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreementshall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Notes or any other Loan Document Borrowers shall be made to the Agent for the account of the Banks and Designated Bidders at the Agent's Payment Office, and shall be made in Dollars, dollars and in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not no later than 1:00 p.m. Central time 10:00 a.m. (San Francisco time) on the date on which specified herein. The Agent will promptly distribute to each Bank (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 10:00 a.m. (San Francisco time) shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day). Subject to Section 10.05, and such extension of time shall in such case be included in the Borrowers shall, at the time computation of making each payment under this Agreement interest or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Agent receives notice from the Borrowers prior to the date on which any payment is due to the Banks or Designated Bidders that a Borrower will not make such amountspayment in full as and when required, the Administrative Agent shall pay interest may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank or Designated Bidder on such due date an amount until paid at a rate per annum equal to the amount then due such Bank or Designated Bidder. If and to the extent the Borrowers have not made such payment in full to the Agent, each Bank or Designated Bidder shall repay to the Agent on demand such amount distributed to such Bank or Designated Bidder, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Bank or Designated Bidder until the period of such extensiondate repaid.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreementshall be made free and clear of and without set-off, recoupment or counterclaim. Except as otherwise specified herein, all payments by the Notes or any other Loan Document Borrowers shall be made to the Agent for the account of the applicable Lenders at the Agent’s Payment Office no later than 11:00 a.m. (local time) on the date specified herein. All such payments shall be made in Dollarsfunds immediately available to the Agent and (i) in the case of principal and interest payments with respect to Offshore Rate Loans, in immediately available fundsthe Applicable Currency, without setoffand (ii) in the case of any other amount, deduction in Dollars or counterclaimsuch other currency as shall be specified herein. The Agent will promptly distribute to each applicable Lender its applicable share of such payment in like funds as received which, to except as otherwise expressly provided herein, shall be based upon such Lender’s Percentage of the Administrative Loans in respect of which such payment has been made. Any payment received by the Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment (local time) shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day). Subject to Section 10.05, and such extension of time shall in such case be included in the Borrowers shall, at the time computation of making each payment under this Agreement interest or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Agent receives notice from a Borrower prior to the date on which any payment is due to the applicable Lenders that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each applicable Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent a Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. (a) All payments to be made by any Borrower hereunder shall be made without setoff, recoupment or counterclaim. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document such Borrower shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Banks at the Administrative Agent's Office, and shall be paid to such Lender by wire transfer of made in Dollars and in immediately available funds in accordance with funds, no later than 1:30 P.M. (New York City time) on the wiring instructions provided by such Lender to the date specified herein. The Administrative Agent from time will promptly distribute to time, for the account each Bank its Percentage (or other applicable share as expressly provided herein) of such Lender at the applicable Lending Office of such Lenderpayment in like funds as received. Each Any payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement later than 1:30 P.M. (New York City time) shall be paid deemed to such Issuing Bank by wire transfer of immediately available funds in accordance with have been received on the wiring instructions provided by such Issuing Bank following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the Administrative Agent from provisions set forth in the definition of Interest Period, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time to time, for shall in such case be included in the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Administrative Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Banks that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank on such due date an amount until paid at a rate per annum equal to the amount then due such Bank. If and to the extent such Borrower has not made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent on demand such amount distributed to such Bank, together with interest thereon at the Federal Funds Effective Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Bank until the period of such extensiondate repaid.

Payments by the Borrowers. (a) All payments to be made by either Borrower shall be made without set-off, recoupment or counterclaim. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document either Borrower shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Lenders at the Agent's Payment Office, in immediately available funds, no later than 1:00 p.m. (local time of the Agent's Payment Office) on the date specified herein. All payments with respect to the Euro Revolving Facility, the Euro Term Loans A and the Euro Term Loans B shall be paid to such Lender by wire transfer of immediately available funds made in accordance with the wiring instructions Euros, and all other payments shall be made in Dollars. Except as expressly otherwise provided by such Lender to herein, the Administrative Agent from time will promptly distribute, in like funds as received, to time, for the account each Lender its applicable Facility Percentage (or other applicable portion) of such Lender at the applicable Lending Office of such Lenderpayment. Each Any payment received by the Administrative Agent for later than 1:00 p.m. (local time of the account Agent's Payment Office) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of an Issuing Bank under this Agreement Eurocurrency Loan, such following Business Day is in another calendar month, in which case such payment shall be paid to made on the preceding Business Day), and such Issuing Bank by wire transfer extension of immediately available funds time shall in accordance with such case be included in the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Administrative Agent receives notice from a Borrower prior to the date on which any payment is due to the Lenders that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent a Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate from time to time (in effect. If the due date case of any payment under this Agreement payments in Dollars) or the Overnight Rate (in the case of payments in any other Loan Document would otherwise fall on a currency) for each day which from the date such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreementshall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Notes or any other Loan Document Borrowers shall be made to the Agent for the account of the Lenders, at the account designated by the Agent and shall be made in Dollars, Dollars and in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not no later than 1:00 p.m. Central time 12:00 noon (Atlanta time) on the date on which such specified herein. Any payment received by the Agent later than 12:00 noon (Atlanta time) shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made received on the next succeeding following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to due on the following Business Day, and such Lender by wire transfer extension of immediately available funds time shall in accordance with such case be included in the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account computation of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Agent receives notice from the Borrowers prior to the date on which any payment is due to the Lenders that the Borrowers will not make such amountspayment in full as and when required, the Administrative Agent shall pay interest may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. (a) All payments to be made by the ------------------------- Borrowers shall be made without set-off, recoupment or counterclaim. Except to the extent as otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or the Lenders at the Administrative Agent's Payment Office and (i) with respect to principal of, interest on, and any Note other amount relating to any Offshore Currency Loan, shall be paid made in the Offshore Currency in which such Loan is denominated or payable, and (ii) with respect to all other amounts payable hereunder, shall be made in U.S. Dollars. Such payments shall be made in Same Day Funds and (x) in the case of Offshore Currency payments, no later than such Lender time on the dates specified herein as may be determined by wire transfer of immediately available funds the Administrative Agent (and advised in writing to the related Borrower) to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the wiring instructions provided by such Lender to place of payment, and (y) in the case of any U.S. Dollar payments, no later than 12:00 noon (Chicago time) on the date specified herein. The Administrative Agent from time will promptly distribute to time, for the account each Lender its share of such Lender at the applicable Lending Office of such Lenderpayment in like funds as received. Each Any payment received by the Administrative Agent for later than the account time specified in clause (x) or (y) above, as applicable, shall be deemed to have ---------- --- been received on the following Business Day, and any applicable interest or fee shall continue to accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day (unless, in the case of an Issuing Bank under this Agreement Offshore Rate Loan, the following Business Day is the first Business Day of a calendar month, in which event such payment shall be paid to made on the preceding Business Day), and such Issuing Bank by wire transfer extension of immediately available funds time shall be included in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Administrative Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Lenders that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that the Borrower has made such payment in full to the Administrative Agent on such date in Same Day Funds and the Administrative Agent may (but shall not be required to), in reliance upon such assumption, distribute to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent the applicable Borrower has not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at (i) in the case of a payment in an Offshore Currency, the Overnight Rate, or (ii) in the case of a payment in U.S. Dollars, the U.S. Federal Funds Rate Rate, in each case for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. Except Each payment of principal of and interest on Loans, LC Obligations, BA Reimbursement Obligations and fees hereunder (other than fees payable directly to the extent otherwise provided hereinIssuing Lenders) shall be paid not later than 2:00 P.M. (local time in the relevant Administrative Office) on the date when due, all in the applicable currency and in funds immediately available to the relevant Administrative Agent (or, in the case of payments in respect of principalthe U.S. Swingline Loans, interest, Fees and other amounts to be made by the Borrowers under this Agreement, U.S. Swingline Lender) at the Notes or any other Loan Document applicable Borrower's Account. Each such payment shall be made irrespective of any set-off, counterclaim or defense to payment which might in Dollars, in immediately available funds, without setoff, deduction the absence of this provision be asserted by any Borrower or counterclaim, to the any Affiliate against any Administrative Agent at or any Lender. Payments received after 2:00 P.M. (local time in the Principal relevant Administrative Office, not later than 1:00 p.m. Central time on the date on which such payment ) shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made received on the next succeeding Business Day). Subject to Section 10.05, the Borrowers Each Borrower shall, at the time of making each payment it makes any payments under this Agreement or any other Loan DocumentAgreement, specify to the relevant Administrative Agent the Loan, Letters of Credit, Bankers' Acceptances, fees or other amounts payable by the Borrowers such Borrower hereunder to which such payment is to be applied. Each payment received by applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the relevant Administrative Agent for shall, subject to SECTION 2.13, distribute such payment to the account Lenders in such manner as the relevant Administrative Agent may deem reasonably appropriate). The relevant Administrative Agent may in its sole discretion distribute such payments to the applicable Lenders on the date of a Lender under this Agreement receipt thereof, if such payment is received prior to 2:00 P.M. (local time in the relevant Administrative Office); otherwise the relevant Administrative Agent may in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any Note payment hereunder shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such Day, the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. Each Borrower hereby authorizes and directs each Administrative Agent to debit any account maintained by such Borrower with such Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement. All payments in respect of the principal or interest on U.S. Dollar-Denominated Loans shall continue be made by the relevant Borrower in U.S. Dollars which may be by telephone if promptly confirmed in writing and all payments in respect of the principal of or interest on Loans denominated in Canadian Dollars shall be made by the relevant Borrower in Canadian Dollars which may be by telephone if promptly confirmed in writing. Unless converted to accrue at U.S. Dollars or Canadian Dollars, as applicable, pursuant to the rateexpress terms of this Agreement, if anyall reimbursement of amounts drawn under Letters of Credit denominated in an Agreed Foreign Currency, applicable to shall be made by the relevant Borrower in such payment for the period of such extensionrelevant currency.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreementshall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Notes or any other Loan Document Borrowers shall be made to the Agent for the account of the Banks and Designated Bidders at the Agent's Payment Office, and shall be made in Dollars, dollars and in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not no later than 1:00 p.m. Central time 11:00 a.m. (San Francisco time) on the date on which specified herein. The Agent will promptly distribute to each Bank (or Designated Bidder) its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 11:00 a.m. (San Francisco time) shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day). Subject to Section 10.05, and such extension of time shall in such case be included in the Borrowers shall, at the time computation of making each payment under this Agreement interest or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Banks or Designated Bidders that such amountsBorrower will not make such payment in full as and when required, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Bank or Designated Bidder on such due date an amount until paid at a rate per annum equal to the amount then due such Bank or Designated Bidder. If and to the extent such Borrower has not made such payment in full to the Agent, each Bank or Designated Bidder shall repay to the Agent on demand such amount distributed to such Bank or Designated Bidder, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Bank or Designated Bidder until the period of such extensiondate repaid.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts to be made by the Borrowers under this Agreement, the Notes or any other Loan Document shall be made in Dollarswithout set-off, in immediately available fundsrecoupment, without setoff, deduction or counterclaim. Except as otherwise expressly provided herein, to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (or such later time on such date as the Administrative Agent may determine in its sole discretion) (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.05, the Borrowers shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable all payments by the Borrowers hereunder shall be made to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note the Lenders at the Administrative Agent’s address set forth in Section 15.8, and shall be paid to such Lender by wire transfer of made in Dollars and in immediately available funds in accordance with funds, no later than 3:00 p.m. (New York time) on the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lenderdate specified herein. Each Any payment received by the Administrative Agent for later than 3:00 p.m. (New York, New York time) may be deemed, in the account Administrative Agent’s sole discretion, to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of an Issuing Bank under this Agreement Interest Period, whenever any payment is due on a day other than a Business Day, such payment shall be paid to due on the following Business Day, and such Issuing Bank by wire transfer extension of immediately available funds time shall in accordance with such case be included in the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account computation of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender interest or such Issuing Bankfees, as the case may be, within one Business Day of receipt of . (c) Unless the Administrative Agent receives notice from the Borrowers prior to the date on which any payment is due to the Lenders that the Borrowers will not make such amountspayment in full as and when required, the Administrative Agent shall pay interest may assume that the Borrowers have made such payment in full to the Administrative Agent on such date in immediately available funds and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which such amount is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable distributed to such payment for Lender until the period of such extensiondate repaid.

Payments by the Borrowers. Except to the extent otherwise provided herein, all (a) All payments of principal, interest, Fees and other amounts (including prepayments) to be made by the Borrowers under this Agreementon account of principal, the Notes or any interest, fees and other Loan Document amounts required hereunder shall be made without setoff, recoupment or counterclaim and shall, except as otherwise expressly provided herein, be made to the Agent for the ratable account of the Lenders at the Agent's Payment Office, in Dollars, dollars and in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not no later than 1:00 p.m. Central time 11:00 a.m. (San Francisco time) on the date specified herein, San Francisco time, on the day of payment (which such payment shall become due must be a Business Day). The Agent will promptly distribute to each Lender its Commitment Percentage (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by the Agent later time on such date as the Administrative Agent may determine in its sole discretionthan 11:00 a.m. (San Francisco time) (each such payment made after such time on such due date to shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Whenever any payment hereunder 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). Subject to Section 10.05, and such extension of time shall in such case be included in the Borrowers shall, at the time computation of making each payment under this Agreement interest or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrowers hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bankfees, as the case may be, within one Business Day subject to the provisions set forth in the definition of receipt of "Interest Period" herein. (c) Unless the Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such amountsBorrower will not make such payment in full as and when required hereunder, the Administrative Agent shall pay interest may assume that such Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount until paid at a rate per annum equal to the amount then due such Lender. If and to the extent such Borrower shall not have made such payment in full to the Agent, each Lender shall repay to the Agent 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 Agent, at the Federal Funds Rate from time to time as in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day effect for each such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extensionday.