Common use of Payments; Computations and Statements Clause in Contracts

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 have been satisfied. The Lenders and the Borrowers confirm that any charges which the Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s discretion. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) All Obligations shall be payable to the Administrative Agent's Payment Office or such other place as the Administrative Agent may designate from time to time. The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent in the Administrative Agent’s 's Account. All payments received by the Administrative Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Borrowers Borrower without set-off, counterclaim, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.022.02(d), after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers Borrower with any amount due and payable by the Borrowers Borrower under any Loan Document. Each of the Lenders and the Borrowers Borrower agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.02 have been satisfied. Any amount charged to the Loan Account of the Borrower shall be deemed a Loan hereunder made by the Lenders to the Borrower, funded by the Administrative Agent on behalf of the Lenders and subject to Section 2.02(d) of this Agreement. The Lenders and the Borrowers Borrower confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers Borrower as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s 's discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Borrower with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 three hundred sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s AccountAccounts. All payments received by the Administrative Agent after 12:00 noon 2:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers without set-off, counterclaim, recoupment, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02, after After receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees agree that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.02 have been satisfied. The Lenders and the Borrowers confirm that any charges which the Agent may so make Any amount charged to the Loan Account of the Borrowers as herein provided will shall be made as deemed an accommodation to the Borrowers and solely at the Agent’s discretionObligation. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payabledays. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement not later than 12:00 noon (New York City Pacific time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s Accountsuch accounts on behalf of each Lender as Agent shall, from time to time, designate. All payments received by the Agent or any individual Lender after 12:00 noon (New York City Pacific time) on any Business Day will be credited to the Loan Account applicable loan account maintained by such Person on the next succeeding Business Day. All payments shall be made by the Borrowers without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after After receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees agree that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any continuing. Any amount charged to the Loan Account of Borrowers shall be part of the conditions precedent in Section 4.01 have been satisfiedObligations of Borrowers to Lender. The Lenders and the Borrowers confirm that any charges which the Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s 's discretion. Whenever any payment to be made under any such Loan Document shall be stated to be comes due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days and charged for the actual number of days (including the first day but excluding the last day) occurring elapsed in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement not later than 12:00 noon 3:00 p.m. (New York City ______________ time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s 's Account. All payments received by the Agent after 12:00 noon 3:00 p.m. (New York City ___________time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after After receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any continuing. Each of the conditions precedent in Section 4.01 have been satisfied. The Lenders and the Borrowers confirm that any charges which the Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s 's discretion. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be; provided, however, that if such extension would cause such payment to be made in the next following calendar month, such payment shall be made on the preceding Business Day. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement Agreement, the Notes and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s Lender at the Lender Account. All such payments received by the Agent Lender after 12:00 noon 11:00 a.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Borrowers Borrower without defense, set-off, counterclaim, deduction off or other defense counterclaim to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and Borrower hereby authorizes the Borrowers hereby authorize the Agent Lender to, and the Agent Lender may, from time to time, time charge the Loan Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document. Each of Document to which the Lenders and the Borrowers agrees that the Agent shall have the right to make such charges Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuing or whether any of the conditions precedent in Section 4.01 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Lender to the Borrower. The Lenders and the Borrowers confirm Borrower confirms that any charges which the Agent Lender may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Agent’s Lender's discretion. It is expressly understood and agreed by the Borrower that the Lender shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrower or any fees, costs or expenses for which the Borrower is obligated under this Agreement. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by the Lender on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Agent Lender on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest or fee is payable. Each determination by the Agent Lender of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s 's Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document, provided that the Agent shall promptly notify the Administrative Borrower of each such charge to the Loan Account. Each of the Lenders and the Borrowers agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.02 have been satisfied. Any amount charged to the Loan Account of the Borrowers in accordance with this Section 4.02 shall be deemed a Revolving Loan hereunder made by the Revolving Loan Lenders to the Borrowers, funded by the Agent on behalf of the Revolving Loan Lenders and subject to Section 2.02 of this Agreement. The Lenders and the Borrowers confirm that any charges which the Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s 's discretion. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s Account. All payments received by the Administrative Agent after 12:00 noon 2:00 p.m. (New York City time) on any Business Day will may, in the Administrative Agent’s discretion, be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge revise the Loan Account of the Borrowers Register with any amount due and payable by the Borrowers Borrower under any Loan Document. Each of the Lenders and the Borrowers Borrower agrees that the Administrative Agent shall have the right to make such charges changes whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 have been satisfiedcontinuing. The Lenders and the Borrowers Borrower confirm that any charges changes which the Administrative Agent may so make to the Loan Account of the Borrowers Register as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time upon the request of the Required Lenders, revise the Register with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement Agreement, the Notes, if any, and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s , on behalf of the Lender, at the Agent Account. All such payments received by the Agent after 12:00 noon 11:00 a.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Borrowers without defense, set-off, counterclaim, deduction off or other defense counterclaim to the Agent Agent. Each Borrower and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize authorizes the Agent to, and the Agent may, from time to time, time charge the Loan Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees that the Agent shall have the right Document to make such charges which any Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuing or whether any of the conditions precedent in Section 4.01 4.02 have been satisfied. The Lenders and Any amount charged to the Borrowers confirm Loan Account shall be deemed a Revolving Loan hereunder made by the Lender to the Borrowers. Each Borrower confirms that any charges which the Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s 's discretion. It is expressly understood and agreed by each Borrower that the Agent shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are obligated under this Agreement. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by the Agent on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest or fee is payable. Each determination by the Agent of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement Agreement, the Note and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s Lender at the Lender Account. All such payments received by the Agent Lender after 12:00 noon 2:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Borrowers Borrower without defense, set-off, counterclaim, deduction off or other defense counterclaim to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and Borrower hereby authorizes the Borrowers hereby authorize the Agent Lender to, and the Agent Lender may, from time to time, time charge the Loan Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document. Each of Document to which the Lenders and the Borrowers agrees that the Agent shall have the right to make such charges Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuing or whether any of the conditions precedent in Section 4.01 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Lender to the Borrower. The Lenders and the Borrowers confirm Borrower confirms that any charges which the Agent Lender may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Agent’s Lender's discretion. It is expressly understood and agreed by the Borrower that the Lender shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition among the Loan Parties of the Loans made to the Borrower or any fees, costs or expenses for which the Borrower is obligated under this Agreement. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall , provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by the Agent Lender on the basis of any day, whether or not a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payableBusiness Day. Each determination by the Agent Lender of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.. ARTICLE IV

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon 1:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America Dollars and in immediately available funds, to the Administrative Agent’s Account. All payments received by the Administrative Agent after 12:00 noon 1:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All The Obligations of the Borrower, and any payments shall be made by the Borrowers without in respect thereof, are not subject to set-off, rights of rescission, counterclaim, deduction or other defense to the Agent and the LendersSecured Parties. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers Borrower with any amount due and payable by the Borrowers Borrower under any Loan Document. Each of the Lenders and the Borrowers Borrower agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.03 have been satisfied. Any amount charged to the Loan Account of the Borrower shall be deemed Obligations hereunder, which shall bear interest at the rate applicable to Reference Rate Loans. The Lenders and the Borrowers Borrower confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers Borrower as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Borrower with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Administrative Borrower on behalf of the Borrowers will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s 's Account. All payments received by the Administrative Agent after 12:00 noon (New York City time) on any Business Day will may at the Administrative Agent's discretion be credited to the Loan Account deemed received on the next succeeding Business Day. All payments shall be made by the Borrowers Administrative Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 have been satisfiedcontinuing. The Lenders and the Borrowers confirm that any charges which the Agent may so make Any amount charged to the Loan Account of the Borrowers as herein provided will shall be made as an accommodation deemed to the Borrowers and solely at the Agent’s discretionbe Obligations. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (except that interest calculated by reference to the Reference Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), including the first day but excluding the last day) occurring in the period for which such fees are payable, elapsed. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s 's Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers Borrower without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after After receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers Borrower with any amount due and payable by the Borrowers Borrower under any Loan Document. Each of the Lenders and the Borrowers Borrower agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any continuing. Any amount charged to the Loan Account of the conditions precedent in Section 4.01 have been satisfiedBorrower shall be deemed an Obligation of the Borrower hereunder made by the Lenders to the Borrower, funded by the Agent on behalf of the Lenders. The Lenders and the Borrowers Borrower confirm that any charges which the Agent may so make to the Loan Account of the Borrowers Borrower as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Agent’s 's discretion. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (ax) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, (i) with respect to the Revolving Loan Obligations, to the Administrative Agent’s 's Account, and (ii) with respect to the Term Loan Obligations, to the Collateral Agent's Account. All payments received by the Administrative Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers Borrower without set-off, counterclaim, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02ii), after receipt, the Administrative Agent and the Collateral Agent, as applicable, will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent and the Collateral Agent, as applicable, will cause to be distributed all interest and fees received from or for the account of the Borrowers Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Loan Account of the Borrowers Borrower with any amount due and payable by the Borrowers Borrower under any Loan DocumentDocument with respect to the Obligations other than Term Loan Obligations. Each of the Lenders and the Borrowers Borrower agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 0 have been satisfied. Any amount charged to the Loan Account of the Borrower shall be deemed a Revolving Loan hereunder made by the Revolving Loan Lenders to the Borrower, funded by the Administrative Agent on behalf of the Revolving Loan Lenders and subject to ii) of this Agreement. The Lenders and the Borrowers Borrower confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers Borrower as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s 's discretion, provided that the Administrative Agent may from time to time with respect to Revolving Loan Obligations, and shall upon the request of the Collateral Agent from time to time, charge the Loan Account of the Borrower with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent (or the Collateral Agent, as applicable) on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent and the Collateral Agent, as applicable, of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s AccountAccounts. All payments received by the Administrative Agent after 12:00 noon (New York City time) on any Business Day will Day, may, in the Administrative Agent’s sole discretion, be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Administrative Agent to, and the Administrative Agent maymay in its sole discretion, from time to time, charge the Loan Account of the Borrowers Borrower with any amount due and payable by the Borrowers Borrower under any Loan Document. Each Notwithstanding anything to the contrary contained in this Agreement, each of the Lenders and the Borrowers Borrower agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.02 or Section 5.03 have been satisfied. Any amount charged to the Loan Account of the Borrower shall be deemed a Revolving Loan hereunder made by the Revolving Loan Lenders to the Borrower funded by the Administrative Agent on behalf of the Revolving Loan Lenders and subject to Section 2.02 of this Agreement; provided that, upon the receipt of written consent from the Required Lenders, any amount charged to the Loan Account of the Borrower for interest due and payable, (i) in the case of interest payable on any Term Loans, shall be added to the principal amount of such Term Loans by capitalizing such interest amount and adding such capitalized amount to the outstanding principal amount of such Term Loans and (ii) in the case of interest payable on any Revolving Loans, shall be added to the principal amount of such Revolving Loans by capitalizing such interest amount and adding such capitalized amount to the outstanding principal amount of such Revolving Loans. The Lenders and the Borrowers Borrower confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers Borrower as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Borrower with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payabledays. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement the Notes not later than 12:00 noon 11:00 a.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s AccountAgent at the Payment Office. All payments received by the Agent after 12:00 noon 11:00 a.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers without defense, set-off, counterclaim, deduction off or other defense counterclaim to the Agent and the Lenders. Except as provided in Section 2.022.05, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, Lender in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers each Borrower not less than once each month and in any event promptly after receipt thereofmonth. The Lenders and the Borrowers hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers with any amount due and payable by the Borrowers any Borrower under any Loan Document. Each of the Lenders and the Borrowers agrees agree that the Agent shall have the right to make such charges whether or not any Event of Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Revolving Credit Loan hereunder made by the Lenders to HIS, funded by the Agent on behalf of the Lenders and subject to Section 2.05 of this Agreement. The Lenders and the Borrowers confirm that any charges which the Agent may so make to the Loan Account of the Borrowers Borrower as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s 's discretion. It is expressly understood and agreed by the Borrowers that the Agent and the Lenders shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are jointly and severally obligated under this Agreement. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers will make each payment under this Agreement not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s Account. All payments received by the Administrative Agent after 12:00 noon 2:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day; provided that, solely for the purposes of Section 9.01(a), payments made by 5:00 p.m. (New York City time) on the day when due will be considered timely made. All payments shall be made by the Borrowers without set-off, counterclaim, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Administrative Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers any Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers each Borrower hereby authorize the Administrative Agent to, and the Administrative Agent mayshall, from time to time, charge the Loan Account of the Borrowers US Borrower with any amount due and payable by the Borrowers any Borrower under any Loan Document. Each of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 5.02 have been satisfied. Any amount charged to the Loan Account of US Borrower shall be deemed a Revolving Loan hereunder made by the Revolving Loan Lenders to US Borrower, funded by the Administrative Agent on behalf of the Revolving Loan Lenders and subject to Section 2.02 of this Agreement. The Lenders and the Borrowers confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers US Borrower as herein provided will be made as an accommodation to the Borrowers and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of US Borrower with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement Agreement, the Note and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s Lender at the Lender Account. All such payments received by the Agent Lender after 12:00 noon 2:00 p.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Borrowers Borrower without defense, set-off, counterclaim, deduction off or other defense counterclaim to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and Borrower hereby authorizes the Borrowers hereby authorize the Agent Lender to, and the Agent Lender may, from time to time, time charge the Loan Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document. Each of Document to which the Lenders and the Borrowers agrees that the Agent shall have the right to make such charges Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuing or whether any of the conditions precedent in Section 4.01 4.02 have been satisfied. Any amount charged to the Loan Account shall be deemed a Loan hereunder made by the Lender to the Borrower. The Lenders and the Borrowers confirm Borrower confirms that any charges which the Agent Lender may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Agent’s Lender's discretion. It is expressly understood and agreed by the Borrower that the Lender shall have no responsibility to inquire into the correctness of the allocation or disposition of the proceeds of the Loans made to the Borrower in accordance with the payment instructions of the Borrower, or any fees, costs or expenses for which the Borrower is obligated under this Agreement. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be, PROVIDED that, if any such payment is made by a charge to the Loan Account, such charge may be made by the Lender on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Agent Lender on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest or fee is payable. Each determination by the Agent Lender of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s 's Account. All payments received by the Administrative Agent after 12:00 noon 2:00 p.m. (New York City time) on any Business Day will may, in the Administrative Agent’s discretion, be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers Borrower without set-off, counterclaim, recoupment, deduction or other defense to the Agent Agents and the Lenders. Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge revise the Loan Account of the Borrowers Register with any amount due and payable by the Borrowers Borrower under any Loan Document. Each of the Lenders and the Borrowers Borrower agrees that the Administrative Agent shall have the right to make such charges changes whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 have been satisfiedcontinuing. The Lenders and the Borrowers Borrower confirm that any charges changes which the Administrative Agent may so make to the Loan Account of the Borrowers Register as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s 's discretion, provided that the Administrative Agent shall from time to time upon the request of the Required Lenders, revise the Register with any amount due and payable under any Loan Document. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement not later than 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s 's Account. All payments received by the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Borrowers Borrower without set-off, counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers Borrower not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account of the Borrowers Borrower with any amount due and payable by the Borrowers Borrower under any Loan Document. Each of the Lenders and the Borrowers Borrower agrees that the Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 have been satisfiedcontinuing. The Lenders and the Borrowers confirm that any charges which the Agent may so make Any amount charged to the Loan Account of the Borrowers Borrower shall be an Obligation under this Agreement and thereafter shall bear interest as herein provided will be made hereunder as an accommodation to if it had originally been part of the Borrowers and solely at outstanding principal of the Agent’s discretionTerm Loan. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All computations of fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrowers Borrower will make each payment under this Agreement and the other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 12:00 noon 11:00 a.m. (New York City Los Angeles time) on the day when due, in lawful money of the United States of America and in immediately available funds, to Administrative Agent for the Agent’s benefit of the Lender Group at the Administrative Agent Account. All such payments received by the Administrative Agent for the benefit of the Lender Group after 12:00 noon 11:00 a.m. (New York City Los Angeles time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by Borrower to the Borrowers Lender Group without regard to defense, set-off, off or counterclaim, deduction or other defense to the Agent and the Lenders. Except as provided in Section 2.02, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Lender, in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereof. The Lenders and the Borrowers Borrower hereby authorize the authorizes Administrative Agent to, and the Administrative Agent may, from time to time, time charge the Loan Account of the Borrowers with all Obligations and any other amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees that the Agent shall have the right Document to make such charges which Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuing or whether any of the conditions precedent in Section 4.01 4.02 have been satisfied. The Any amount charged to the Loan Account shall be deemed a Revolving Loan hereunder made by the Revolving Credit Lenders and the Borrowers confirm to Borrower. Borrower confirms that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers Borrower and solely at the Administrative Agent’s 's discretion. Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by Administrative Agent for the benefit of the Lender Group on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Agent Lender Group on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest or fee is payable. Each determination by the Agent Lender Group of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The ------------------------------------- Borrowers will make each payment under this Agreement the Notes not later than 12:00 noon (New York City time) 11:00 a.m. on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent’s Account. All payments received by Agent at the Agent after 12:00 noon (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business DayPayment Office. All payments shall be made by the Borrowers without defense, set-off, counterclaim, deduction off or other defense counterclaim to the Agent and the LendersAgent. Except as provided in Section 2.022.05, after receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender Lenders to such Lender, Lenders in each case to be applied in accordance with the terms of this Agreement, provided that the Agent will cause to be distributed all interest and fees received from or for the account of the Borrowers not less than once each month and in any event promptly after receipt thereofmonth. The Lenders and the Borrowers hereby authorize the Agent to, and the Agent may, from time to time, time charge the Borrowers' Loan Account of the Borrowers with any amount due and payable by the Borrowers under any Loan Document. Each of the Lenders and the Borrowers agrees that the Agent shall have the right Document to make such charges whether or not which any Default or Event of Default shall have occurred and be continuing or whether any of the conditions precedent in Section 4.01 have been satisfiedBorrower is a party. The Lenders and the Borrowers confirm that any charges which the Agent may so make to the Borrowers' Loan Account of the Borrowers as herein provided will be made as an accommodation to the Borrowers and solely at the Agent’s 's discretion. The Agent shall maintain a common Loan Account on its books in the joint name of the Borrowers. It is expressly understood and agreed by the Borrowers that the Agent and the Lenders shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of Loans, Agent's Advances or Letters of Credit made to the Borrowers or any fees, costs or expenses for which the Borrowers are jointly and severally obligated under this Agreement. Whenever any payment to be made under any such Loan Document 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 interest or fees, fees as the case may be. All computations of interest under the Notes and all fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest is payable. Each determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.