Common use of Payments, Computations, Etc Clause in Contracts

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, Agreement or the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account (determined using the Equivalent in Dollars of any portion of the Lenders, Loans that are denominated in Euro) of and as agent for the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 12:00 noon, London time, in the case of payments made in Euro, and 11:00 a.m., a.m. New York City time, in the case of payments made in Dollars, on the date due, in same day or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars or Euro, as applicable), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees in respect of Loans denominated in Dollars shall be paid in Dollars and all interest and fees in respect of Loans denominated in Euro shall be payable in Euro, and in each case shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day (unless the next succeeding Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the Business Day preceding the first Business Day of such calendar month) and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other each Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Credit Parties entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York City time, noon on the date due, due in same day or immediately available funds, funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Credit Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beCredit Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall Except as otherwise be provided herein, payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (ab) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with such that payment. (b) Except as otherwise expressly set forth therein, all payments made under any Loan Document shall be applied upon receipt (i) first, to the payment of all Obligations (other than Loans or interest thereon) owing to the Administrative Agent, in its capacity as the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent), (ii) second, after payment in full in cash of the amounts specified in clause (b)(i), to the ratable payment of all interest and fees owing and due and payable with respect to the Credit Extensions and all costs and expenses owing to the Secured Parties pursuant to the terms of this Agreement, until paid in full in cash, (iii) third, after payment in full in cash of the amounts specified in clauses (b)(i) and (b)(ii), to the ratable payment of the principal amount of the Loans then outstanding and due and payable, and, if such payment resulted from the proceeds of collateral (or a payment under a Guaranty), to amounts owing to Secured Parties under Cash Management Obligations then due and payable, (iv) fourth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iii), to the ratable payment of all other Obligations owing to the Secured Parties and due and payable, and (v) fifth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iv), to each applicable Obligor or any other Person lawfully entitled to receive such surplus pursuant to an order of a Governmental Authority.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time 2:00 p.m., New York City time, on such due date shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case computations of interest on a for LIBO Rate Loans and Base Rate Loan that is not Loans (calculated at the Federal Funds Rate), 365 and all computations of Letter of Credit fees and issuance fees pursuant to Section 3.3.3, in each case shall be made on the basis of a 360-day year and actual days orelapsed, if appropriateand, 366 days)with respect to LIBO Rate Loans, on the expiration of the applicable LIBO contract. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the each Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m. (New York City, New York City time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on Eurodollar Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate an ABR Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents Lenders or the Arranger, as applicable, Issuer entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 Noon, New York City United States Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent Lender or the Arranger, as the case may be, Issuer its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent Lender or the Arranger, as the case may beIssuer. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the any Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit, the TLCs or any other Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the applicable Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, Agreement or the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of and as agent for the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day (unless the next succeeding Business Day is the first Business Day of a calendar month, in which case such payment shall be made on the Business Day preceding the first Business Day of such calendar month) and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, Agreement or the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. (b) Unless the FEC Counterparty shall have been notified by telephone, confirmed in writing, by FEC, the Administrative Agent or the Borrower by 5:00 p.m., London time, on the day prior to the date an amount is to be paid to the FEC Counterparty under the Loan Documents that FEC, the Administrative Agent or the Borrower will not make available the amount required to be paid to the FEC Counterparty on the date specified therefor, the FEC Counterparty may assume that such Person has made such amount available to the FEC Counterparty and, in reliance upon such assumption, make available to the Administrative Agent or FEC, as the case may be, a corresponding amount. If and to the extent that such Person shall not have made such amount available to the FEC Counterparty, such Person and the recipient of such amount severally agree to pay to the FEC Counterparty forthwith on demand such corresponding amount together with an amount sufficient to indemnify the FEC Counterparty against any cost or loss it may have suffered or incurred by reason of its having paid out such amount prior to its receipt thereof and by reason of such amount and costs or losses not being paid to the FEC Counterparty forthwith upon demand. (c) On receipt of any payment from FEC under or in connection with the FEC Interest Equalization Documents in respect of interest, the FEC Counterparty shall, subject to Section 4.9(b), be obliged to pay such amount to the Administrative Agent for the sole purpose of enabling the Borrower to satisfy its payment obligations under this Agreement, including, for the avoidance of doubt, under Section 3.2.5. The FEC Counterparty shall make such amount available to the Administrative Agent (for the account of the Lenders) for same day value by transfer to such account as the Administrative Agent may from time to time notify the FEC Counterparty. On receipt of such amount from the FEC Counterparty, the Administrative Agent shall pay to the Lenders the portion of such amount which is to be paid to the Lenders. (d) If the FEC Counterparty notifies the Administrative Agent that the FEC Counterparty is obliged to make a cash payment to FEC under the FEC Interest Equalization Documents (the “FEC Payment Amount”) by virtue of the FEC CIRR Rate and any other amount (including, without limitation, amounts paid in respect of withholding taxes) payable by the FEC Counterparty exceeding the sum of the LIBO Rate and the IEA Margin payable by FEC under the FEC Interest Equalization Documents, the Borrower and the Lenders hereby irrevocably direct the Administrative Agent, on receipt of the corresponding interest payment from the Borrower pursuant to Section 3.2 and subject to Section 4.9(b), to make available to the FEC Counterparty for same day value by transfer to such account as the FEC Counterparty may from time to time notify to the Administrative Agent, an amount equal to the FEC Payment Amount due to FEC under or in connection with the FEC Interest Equalization Documents. (e) The FEC Counterparty shall make all payments to the Administrative Agent (for the account of the Lenders) or FEC under this Agreement free and clear of any deduction or withholding except for any that may be required by law. The FEC Counterparty shall have no obligation to increase any payment made by it under this Agreement in the event of any withholding or deduction being required by law to be made by it in respect of such payments.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 9:00 a.m., New York City San Francisco time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Term Notes, or any other Term Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Term Loan Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit on the day it has received (or is deemed to have received under the preceding sentence) in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Term Loan Lender its share, if any, of such payments received by the Administrative Agent for the account of such Term Loan Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (ac) of the definition of the term "Interest PeriodINTEREST PERIOD") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) The Borrower shall pay Interest and Yield on the outstanding Capital for the period from the Closing Date until the Collection Date. Interest and Yield shall accrue during each Accrual Period and be payable on each Payment Date in accordance with Section 2.7. (b) Unless otherwise expressly providedprovided herein, all payments by amounts to be paid or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made deposited by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent Servicer hereunder shall be made, without setoff, deduction paid or counterclaim, not deposited in accordance with the terms hereof no later than 11:00 a.m., a.m. (New York City time, ) on the date dueday when due in lawful money of the United States in immediately available funds to the Persons entitled thereto, in same day or immediately available fundsaccordance with wiring instructions provided to each of the Borrower, to such account as the Administrative Agent shall specify Servicer and Collateral Agent, in writing, by each Lender. Such wiring instructions may be updated from time to time upon written notice by notice to the Borrowerapplicable Lender. Funds Any amounts received by such Persons after that time 11:00 a.m. (New York time) shall be deemed to have been be received by the Administrative Agent on the next succeeding subsequent Business Day. The Administrative Agent shall promptly remit in same day funds to each LenderAll computations of Interest, the Documentation AgentXxxxx, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and other fees hereunder shall be computed made 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 during the period for which such interest or fee is payable over a year comprised of 360 days elapsed. (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). c) Whenever any payment hereunder shall be stated to be made shall otherwise be due on a day which is not other than a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in computing interest and feesthe computation of payment of Interest, if anyYield, in connection with such paymentor any fee payable hereunder, as the case may be.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be madetransmitted by the Borrower to the Agent, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the any Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit, the TLCs or any other Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the applicable Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aC) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Lead Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City Chicago, Illinois time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Lead Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Lead Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the each Borrower pursuant to this Agreement, the Notes or any other each Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Secured Parties entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction (except as permitted under Section 4.6(f)) or counterclaim, counterclaim not later than 11:00 a.m., New York City time, a.m. on the date due, due in same day or immediately available funds, funds to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed (at the Administrative Agent's discretion) to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Secured Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beSecured Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be Payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with such that payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (ac) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Borrowers pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time (1:00 p.m., London time, in the case of Foreign Currency Loans other than Canadian Loans), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Company and the applicable Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender (or, with respect to any LIBO Rate Loan made by any foreign branch or Affiliate of any Lender, the Documentation Agentif requested by such Lender, each directly to such foreign branch or Affiliate), Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on (i) a Base Rate Loan that is not calculated at the Federal Funds Rateor (ii) a LIBO Rate Loan denominated in British Pounds, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) The Borrower shall pay Interest and Yield on the outstanding Capital for the period from the Closing Date until the Collection Date. Interest and Yield shall accrue during each Accrual Period and be payable on each Payment Date in accordance with Section 2.7. (b) Unless otherwise expressly providedprovided herein, all payments by amounts to be paid or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made deposited by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent Servicer hereunder shall be made, without setoff, deduction paid or counterclaim, not deposited in accordance with the terms hereof no later than 11:00 a.m., a.m. (New York City time, ) on the date dueday when due in lawful money of the United States in immediately available funds to the Persons entitled thereto, in same day or immediately available fundsaccordance with wiring instructions provided to each of the Borrower, to such account as the Administrative Agent shall specify Servicer and Collateral Agent, in writing, by each Lender. Such wiring instructions may be updated from time to time upon written notice by notice to the Borrowerapplicable Lender. Funds Any amounts received by such Persons after that time 11:00 a.m. (New York time) shall be deemed to have been be received by the Administrative Agent on the next succeeding subsequent Business Day. The Administrative Agent shall promptly remit in same day funds to each LenderAll computations of Interest, the Documentation AgentXxxxx, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and other fees hereunder shall be computed made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last daylast) occurring during the period for which such interest or fee is payable over a year comprised of 360 days elapsed. (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). c) Whenever any payment hereunder shall be stated to be made shall otherwise be due on a day which is not other than a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in computing interest and feesthe computation of payment of Interest, if anyYield, in connection with such paymentor any fee payable hereunder, as the case may be.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Revolving Credit Loan Borrowers pursuant to this Agreement, the Notes Revolving Credit Notes, or any other Revolving Credit Loan Document shall be made by the Borrower Revolving Credit Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Revolving Credit Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerRevolving Credit Borrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit on the day it has received (or is deemed to have received under the preceding sentence) in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Revolving Credit Lender its share, if any, of such payments received by the Administrative Agent for the account of such Revolving Credit Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly providedprovided herein, in the Indenture or the Supplement, all payments amounts to be paid or deposited by the Issuer hereunder shall be paid or deposited in accordance with the terms hereof no later than noon (New York time) on behalf the day when due in lawful money of the Borrower pursuant United States in immediately available funds to this Agreementthe applicable Deal Agent’s Account. The Issuer shall, to the extent permitted by law, pay to the Series 2009-1 Noteholders interest on all amounts not paid or deposited when due on the Notes at the Default Rate, payable on demand, but only to the extent provided in Sections 203(b) and 203(c) of the Supplement. Such interest shall be retained by the Deal Agents except, in each case, to the extent that such failure to make a timely payment or any deposit has continued beyond the date for distribution by the Deal Agents of such overdue amount to the related Series 2009-1 Noteholders, in which case such interest accruing after such date shall be for the account of, and distributed by the Deal Agents to, such related Series 2009-1 Noteholders. All computations of interest and other Loan Document fees hereunder shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Base Rate, 365 days or, if appropriate, or 366 days). , as applicable) for the actual number of days (including the first but excluding the last day) elapsed. (b) Whenever any payment hereunder shall be stated to be made shall otherwise be due on a day which is not other than a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day Day, and such extension of time shall in such case be included in computing the computation of payment of any interest and feesor any fee payable hereunder, if any, in connection with such paymentas the case may be.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, Banks and the Documentation Agent, the Agents or the Arranger, as applicable, Issuer entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoffset off, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, Bank and the Documentation Agent, each Agent or the Arranger, as the case may be, Issuer its share, if any, of such payments received by the Administrative Agent for the account of such Lender, Bank and the Documentation Agent, such Agent or the Arranger, as the case may beIssuer. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ab) of the definition of the term "“Interest Period"” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Term Notes, or any other Term Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Term Loan Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit on the day it has received (or is deemed to have received under the preceding sentence) in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Term Loan Lender its share, if any, of such payments received by the Administrative Agent for the account of such Term Loan Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City Charlotte time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to or in respect of this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees (including any Post-Default Rate interest payments made pursuant to Section 3.2.2) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoans, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ab) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. The Agent is authorized to charge any account maintained by the Borrower with it for any Obligations owing to it or any of the Lenders.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the any Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the such Borrower to the Administrative applicable Agent (or, in the case of amounts received as a result of the exercise of remedies, by such Agent to the applicable Secured Parties), in each case, for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, applicable Secured Parties entitled to receive such paymentpayments. All such payments required to be made to the Administrative applicable Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, 2:00 p.m. (Local Time) on the date due, in same day or immediately available funds, to such account as the Administrative applicable Agent shall specify from time to time by notice to the such Borrower. Funds received after that time shall be deemed to have been received by the Administrative applicable Agent on the next succeeding Business Day. The Administrative applicable Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, applicable Secured Party its share, if any, of such payments received by the Administrative applicable Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beSecured Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a US Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ae) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. All payments under the US Facilities shall be made in Dollars. All payments under the UK Facilities shall be made in UKpound sterling.

Payments, Computations, Etc. Unless otherwise --------------------------- expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such --- ---- payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 Noon, New York City United States Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of ---------- the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next --------------- succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City Chicago time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (other than interest computed at the Alternate Base Rate) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Interest computed at the Alternate Base Rate shall be computed on the basis of its actual number of days (orincluding the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of 365 or 366 days, in as the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)may be. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (ac) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to Eurodollar Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City a.m. Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the SIHL, each other Borrower and each other Guarantor pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the SIHL, such Guarantor and such Borrower (without duplication) to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction recoupment, deduction, counterclaim or counterclaimother defense, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business DayDay and such extension of time shall be included in computing interest and fees, if any, in connection with such extension. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (ab) or (c) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly --------------------------- provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Term Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents Lenders or the Arranger--- ---- Agents, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause ------ (ai) of the definition of the term "Interest Period"" with respect to LIBO Rate --- --------------- Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided herein, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by written notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments The Borrower shall make each payment required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City timeHouston Time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest on LIBOR Loans and all fees shall be computed on the basis of the actual number of days (including the first day but 44 50 excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, and in the case of interest on a Base Prime Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and feesinterest, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Borrowers pursuant to this Agreement, the Notes Note or any other Loan Credit Document shall be made by the Borrower Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 10:00 a.m., New York City California time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period"" with respect to Eurodollar Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Note or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents Lenders or the Arranger, as applicable, Issuers entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City a.m. (Dallas time, ) on the date due, in same day or immediately available funds, to such account with the Administrative Agent in Dallas, Texas as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, Lender or each Agent or the Arranger, as the case may be, Issuer its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, Lender or such Agent or the Arranger, as the case may beIssuer. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee fees is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not when calculated at with respect to the Federal Funds Rate, ) or 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Borrowers pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 365 or, if appropriate, 366 days (or, in the case of interest on (a) a LIBO Rate Loan or (b) a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 360 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly --------------------------- provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction counterclaim, recoupment or counterclaimother deduction, not later than 11:00 a.m., New York City San Francisco time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (other than interest computed at the Alternate Base Rate) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 three-hundred sixty (360) days. Interest computed at the Alternate Base Rate shall be computed on the basis of its actual number of days (orincluding the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of 365 or 366 days, in as the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)may be. Whenever any payment to be made shall otherwise be falls due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBOR ---------- --------------- Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Lenders or Administrative Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.2:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Lead Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Lead Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a determined by reference to the Alternate Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Company pursuant to this Agreement, Agreement or the Notes or any other Loan Document shall be made by the Borrower Company to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., 12:00 p.m. (New York City time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerCompany; provided that such payment shall not be a waiver by the Company of any right of setoff, deduction or counterclaim. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, i) in the case of interest on a Base LIBO Rate Loan that is not calculated at Loans, 360 days and (ii) in the Federal Funds Ratecase of Reference Rate Loans or fees, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Revolving Credit Loan Borrowers pursuant to this Agreement, the Notes Revolving Credit Notes, or any other Revolving Credit Loan Document shall be made by the Borrower Revolving Credit Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Revolving Credit Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerRevolving Credit Borrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit on the day it has received (or is deemed to have received under the preceding sentence) in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Revolving Credit Lender its share, if any, of such payments received by the Administrative Agent for the account of such Revolving Credit Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Borrowers pursuant to or in respect of this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerUSAM. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. The Agent is authorized to charge any account maintained by the Borrowers with it for any Obligations owing to it or any of the Lenders.

Payments, Computations, Etc. Unless otherwise expressly providedprovided herein, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent and, in the case of payments due to Lenders, shall be for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment; provided that, unless otherwise expressly provided herein, payments with respect to Swingline Loans shall be for the pro rata account of the Swingline Lenders unless a Lender has funded its participation in such Swingline Loan, in which case such payments shall be for the account of the funding Lender. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that when the Base Rate is not calculated at determined by reference to the Federal Funds Prime Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ab) or clause (c) of the definition of the term "“Interest Period"” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City Hartford, Connecticut time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender (provided, that, any such funds remitted after the Documentation Agent, such Agent or date received shall be remitted with interest accrued thereon at the Arranger, as the case may beFederal Funds Rate). All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that (other then when such interest is not calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause clauses (ac) or (d) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to or in respect of this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees (including any Post-Default Rate interest payments made pursuant to SECTION 3.2.2) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoans, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aB) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. The Agent is authorized to charge any account maintained by the Borrower with it for any Obligations owing to it or any of the Lenders.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City Chicago time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (other than when calculated at with respect to the Federal Funds Effective Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the any Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit, the Additional TLCs or any other Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the applicable Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aC) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Facility Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Facility Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (ac) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, Lenders and the Documentation Agent, the Agents or the Arranger, as applicable, Issuer entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoffset off, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, Lender and the Documentation Agent, each Agent or the Arranger, as the case may be, Issuer its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent Lender or the Arranger, as the case may beIssuer. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the Borrower Borrowers pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the applicable Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Credit Parties entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.2:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Credit Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beCredit Party. All interest and fees based upon the LIBO Rate (Reserve Adjusted) shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, and all other interest and fees shall be computed in the case same manner, however such calculations will be based upon a year comprised of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time 2:00 p.m., New York City time, on such due date shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case computations of interest on a for LIBO Rate Loans and Base Rate Loan that is not Loans (whether calculated at the Federal Funds Rate or the Base Rate), 365 and all computations of Letter of Credit fees and issuance fees pursuant to Section 3.3.3, in each case shall be made on the basis of a 360-day year and actual days orelapsed, if appropriateand, 366 days)with respect to LIBO Rate Loans, on the expiration of the applicable LIBO contract. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly --------------------------- provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction counterclaim, recoupment or counterclaimother deduction, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (other than interest computed at the Prime Rate) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 three-hundred sixty (360) days. Interest computed at the Prime Rate shall be computed on the basis of its actual number of days (orincluding the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of 365 or 366 days, in as the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)may be. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition ---------- of the term "Interest Period"" with respect to LIBOR Loans) be made on the next --------------- succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds through (NY) 18002/039/AMENDMENTS/hull.675.credit.agt.doc the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction counterclaim, recoupment or counterclaimother deduction, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (other than interest computed at the Alternate Base Rate) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 three-hundred sixty (360) days. Interest computed at the Alternate Base Rate shall be computed on the basis of its actual number of days (orincluding the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of 365 or 366 days, in as the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)may be. Whenever any payment to be made shall otherwise be falls due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"” with respect to LIBOR Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (ac) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time 2:00 p.m., New York City time, on such due date shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, . All computations of interest for LIBO Rate Loans and Base Rate Loans (calculated at the Documentation Agent, such Agent Federal Funds Rate) shall be made on the basis of a 360-day year and actual days elapsed. All other computations (including for interest on Base Rate Loans (calculated at other than the Federal Funds Rate) and fees) shall be made on the basis of a year or the Arranger365 or 366 days, as the case may be. All interest , and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)elapsed. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest PeriodINTEREST PERIOD") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower to the Lenders pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment, provided that during the continuance of any Event of Default all such payments shall be made by the Borrower to the AREP Agent. All such payments required to be made to the Administrative Agent Agents shall be made, without setoffset off, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative applicable Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 10:00 a.m., New York City Denver time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days); provided, however, in no event as a result of such computation shall interest exceed the Highest Lawful Rate. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time 3:30 p.m., New York City time, on such due date shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, . All computations of interest for LIBO Rate Loans and Base Rate Loans (calculated at the Documentation Agent, such Agent Federal Funds Rate) shall be made on the basis of a 360-day year and actual days elapsed. All other computations (including for interest on Base Rate Loans (calculated at other than the Federal Funds Rate) and fees) shall be made on the basis of a year or the Arranger365 or 366 days, as the case may be. All interest , and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)elapsed. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Term Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aC) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other each Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Secured Parties entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York City time, 12:30 p.m. on the date due, due in same day or immediately available funds, funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Secured Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beSecured Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be Payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with that payment. The Borrower, the Lenders and the Agents hereby agree that in the event any payment is made by the Borrower or any other Obligor which is less than the Obligations then due, such payment.payment will be applied upon receipt as follows: (a) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent), (b) second, after payment in full in cash of the amounts specified in clause (a), to the ratable payment of all interest and fees owing with respect to the Credit Extensions and all costs and expenses owing to the Secured Parties pursuant to the terms of this Agreement, until paid in full in cash,

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower Borrowers pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Company and the applicable Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the any Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit, the Additional TLCs or any other Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the applicable Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., 1:00 p.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (aa)(i) of the definition of the term "Interest Period" with respect to LIBO Rate Loans and clause (a)(ii) of the definition of "Interest Period" with respect to Competitive Bid Loans based on the LIBOR Auction) be made on the next succeeding 55- 63 Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"” with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time 2:00 p.m., New York City time, on such due date shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, . All computations of interest for LIBO Rate Loans and Base Rate Loans (calculated at the Documentation Agent, such Agent Federal Funds Rate) shall be made on the basis of a 360-day year and actual days elapsed. All other computations (including for interest on Base Rate Loans (calculated at other than the Federal Funds Rate) and fees) shall be made on the basis of a year or the Arranger365 or 366 days, as the case may be. All interest , and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)elapsed. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aC) of the definition of the term "Interest PeriodINTEREST PERIOD") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly providedprovided herein, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m. (New York City, New York City time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on Eurodollar Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate an ABR Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time 2:00 p.m., New York City time, on such due date shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All computations of interest for LIBO Rate Loans and all computations of Letter of Credit fees and issuance fees pursuant to Section 3.3.3, in each case shall be computed made on the basis of a 360-day year and actual days elapsed, and, with respect to LIBO Rate Loans, on the actual number expiration of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case applicable LIBO contract. All computations of interest on a and fees for Base Rate Loan that is not Loans (whether calculated at the Federal Funds Rate or the Base Rate, 365 ) shall be made on the basis of a 365/366-day year and actual days or, if appropriate, 366 days)elapsed. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments or prepayment by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such paymentpayment or prepayment. All such payments or prepayments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City Central time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ab) of the definition of the term "“Interest Period"” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Term Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aI) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds through the New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international banking transactions in Dollars), to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly (but in any event on the same Business Day that the same are received or, as contemplated in the immediately preceding sentence, deemed received) remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such LenderLender without any setoff, the Documentation Agent, such Agent deduction or the Arranger, as the case may becounterclaim. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly --------------------------- provided, all payments by or on behalf of the either Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro --- rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments ---- required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term ---------- "Interest Period"" with respect to LIBO Rate Loans) be made on the next --------------- succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction counterclaim, recoupment or counterclaimother deduction, not later than 11:00 a.m., New York City San Francisco time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (other than interest computed at the Alternate Base Rate) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Interest computed at the Alternate Base Rate shall be computed on the basis of its actual number of days (orincluding the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of 365 or 366 days, in as the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days)may be. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aC) of the definition of the term "Interest Period"INTEREST PERIOD" with respect to Eurodollar Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly ---------------------------- provided, all payments by or on behalf of the SIHL, each other Borrower and each other Guarantor pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the SIHL, such Guarantor and such Borrower (without duplication) to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such --- ---- payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction recoupment, deduction, counterclaim or counterclaimother defense, not later than 11:00 a.m.12:00 noon, New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business DayDay and such extension of time shall be included in computing interest and fees, if any, in connection with such extension. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ab) or (c) of the definition of the term ---------- --- "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided in any Loan Document, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation AgentIssuer, the Agents or the ArrangerCo-Lead Arrangers, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.2:00 p.m., New York City Denver, Colorado time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation AgentIssuer, each Agent or the ArrangerCo-Lead Arrangers, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation AgentIssuer, such Agent or the ArrangerCo-Lead Arrangers, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly --------------------------- provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. --- ---- All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 365 or, if appropriate, 366 days (or, in the case of interest on a LIBO Rate Loan or a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 360 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next ---------- succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other each Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Credit Parties entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York City time, noon on the date due, due in same day or immediately available funds, funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Credit Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beCredit Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall Except as otherwise be provided herein, payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with such that payment. (b) Except as otherwise expressly set forth therein, all payments made under any Loan Document shall be applied upon receipt (i) first, to the payment of all Obligations (other than Loans or interest thereon) owing to the Administrative Agent, in its capacity as the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent), (ii) second, after payment in full in cash of the amounts specified in clause (b)(i), to the ratable payment of all interest and fees owing and due and payable with respect to the Credit Extensions and all costs and expenses owing to the Secured Parties pursuant to the terms of this Agreement, until paid in full in cash, (iii) third, after payment in full in cash of the amounts specified in clauses (b)(i) and (b)(ii), to the ratable payment of the principal amount of the Loans then outstanding and due and payable, the aggregate Reimbursement Obligations then owing and due and payable, and Cash Collateralization for contingent liabilities under Letter of Credit Outstandings and due and payable and, if such payment resulted from the proceeds of collateral, to amounts owing to Secured Parties under Rate Protection Agreements and due and payable, (iv) fourth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iii), to the ratable payment of all other Obligations owing to the Secured Parties and due and payable, (v) fifth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iv), to each applicable Obligor or any other Person lawfully entitled to receive such surplus pursuant to an order of a Governmental Authority.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to or in respect of this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., a.m. (New York City time), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoans, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment. The Agent is authorized to charge any account maintained by the Borrower with it for any Obligations owing to it or any of the Lenders.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Term Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City a.m. (Chicago time, ) on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the Borrower Borrowers pursuant to this Agreement, the Notes or any other each Loan Document shall be made by the Borrower Borrowers to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Secured Parties entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York City time, a.m. on the date due, due in same day or immediately available funds, funds to such account as the Administrative Agent shall specify from time to time by notice to the Administrative Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Secured Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beSecured Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be Payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with such that payment. The Administrative Agent shall apply amounts contained in the accounts of the Borrowers maintained with the Administrative Agent to amounts due to the Agents and the Lenders under the Loan Documents when due.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata PRO RATA account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause CLAUSE (aA) of the definition of the term "Interest PeriodINTEREST PERIOD") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly providedprovided in this Agreement or the Confidential Payment Letter, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.a.m. (Houston, New York City Texas time, ) on the date due, in U.S. Dollars in same day or immediately available funds, to such account account, located in the State of New York, with the Administrative Agent as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business DayDay and any applicable interest or fee shall continue to accrue. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee and fees is payable over a year comprised of 360 days three hundred and sixty (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 360) days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "“Interest Period"” with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by written notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Lenders or Administrative Agent, the Agents or the Arranger, as applicable, entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.1:00 p.m., New York City timetime (or, in the case of any payment to be made in a Foreign Currency, at such time as the Borrower and the Administrative Agent shall agree), on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Lead Arranger, as the case may be, its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Lead Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, (i) in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 daysdays or (ii) in the case of interest on a Foreign Loan of any Tranche denominated in a Foreign Currency, on such basis as is agreed by the applicable Foreign Borrower and the Lenders that agreed to provide the Foreign Loan Commitments of such Tranche). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ai) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly providedprovided in a Loan Document, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other each Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Credit Parties entitled to receive such payment. All such payments required to shall be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, counterclaim not later than 11:00 a.m., New York City time, noon on the date due, due in same day or immediately available funds, funds to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Credit Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beCredit Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall Except as otherwise be provided herein, payments due on a day which is not other than a Business Day, such payment Day shall (except as otherwise required by clause (ab) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, fees in connection with such that payment. (b) Except as otherwise expressly set forth therein, all payments made under any Loan Document shall be applied upon receipt (i) first, to the payment of all Obligations (other than Loans or interest thereon) owing to the Administrative Agent, in its capacity as the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent), (ii) second, after payment in full in cash of the amounts specified in clause (b)(i), to the ratable payment of all interest and fees owing and due and payable with respect to the Credit Extensions and all costs and expenses owing to the Secured Parties pursuant to the terms of this Agreement, until paid in full in cash, (iii) third, after payment in full in cash of the amounts specified in clauses (b)(i) and (b)(ii), to the ratable payment of the principal amount of the Loans then outstanding and due and payable, the aggregate Reimbursement Obligations then owing and due and payable, and Cash Collateralization for contingent liabilities under Letter of Credit Outstandings and due and payable and, if such payment resulted from the proceeds of collateral (or a payment under a Guaranty), to amounts owing to Secured Parties under Rate Protection Agreements and due and payable, (iv) fourth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iii), to the ratable payment of all other Obligations owing to the Secured Parties and due and payable, (v) fifth, after payment in full in cash of the amounts specified in clauses (b)(i) through (b)(iv), to each applicable Obligor or any other Person lawfully entitled to receive such surplus pursuant to an order of a Governmental Authority.

Payments, Computations, Etc. Unless otherwise expressly provided--------------------------- provided in a Loan Document, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Secured Parties entitled to --- ---- receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Secured Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beSecured Party. All interest (including interest on LIBO Rate Loans) and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made ---------- on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the each Borrower pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the such Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not (other than when calculated at with respect to the Federal Funds Rate), 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the any Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the any Borrower to the Administrative Agent for the pro rata account of the Lenders, Lenders and the Documentation Agent, the Agents or the Arranger, as applicable, Issuer entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoffset off, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available fundsfunds and in the lawful currency of the United States of America, to the address of the Administrative Agent set forth on its signature page below or to any other address or to such account as the Administrative Agent shall specify from time to time by notice to the BorrowerBorrowers. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, Lender and the Documentation Agent, each Agent or the Arranger, as the case may be, Issuer its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent Lender or the Arranger, as the case may beIssuer. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. (a) Unless otherwise expressly provided, all payments by or on behalf of the Borrower Company pursuant to this Agreement, the Notes Agreement or any other Loan Document shall be made by the Borrower Company to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to receive such payment. All Except for Proceeds received directly by the Agent, all such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 9:30 a.m., New York City San Francisco time, or, with respect to payments which are to be funded by other Credit Extensions, 10:30 a.m., San Francisco time, in either case on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by written notice to the BorrowerCompany. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender such Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, its 's share, if any, of such payments received by the Administrative Agent not later than 9:30 a.m., San Francisco time, or 10:30 a.m., San Francisco time, as applicable, for the account of such Lender in same day funds on the day received. If the Agent fails so to remit such funds to such Lender, the Documentation AgentAgent shall pay to such Lender interest on the amount of such Lender's share of such payments at the daily average Federal Funds Rate for the first day on which such failure continues and thereafter at the rate then applicable to the payment being made, excluding the day on which such Agent or the Arranger, as the case may beremittance is made. All interest and commitment fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ab) of the definition of the term "Interest Period"" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and feesinterest, if any, in connection with such payment. (b) If after receipt of any payment of, or Proceeds applied to the payment of, all or any part of the Obligations, the Lenders, the Issuer Bank, or the Agent is for any reason compelled to surrender such payment or Proceeds to any Person, because such payment or Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set off, or a diversion of trust funds, or for any other reason, the Obligations or part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force as if such payment or Proceeds had not been received by the Lenders, the Issuer Bank, or the Agent; and the Company shall be liable to the Lenders, the Issuer Bank, and the Agent, and hereby does indemnify the Lenders, the Issuer Bank, and the Agent and hold the Lenders, the Issuer Bank, and the Agent harmless for, the amount of such payment or Proceeds surrendered. The provisions of this Section 4.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Lenders, the Issuer Bank, and the Agent in reliance upon such payment or Proceeds, and any such contrary action so taken shall be without prejudice to the rights of the Lenders, the Issuer Bank, and the Agent under this Agreement and shall be deemed to have been conditioned upon such payment or Proceeds having become final and irrevocable.

Payments, Computations, Etc. Unless otherwise expressly provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lender Parties entitled to receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m.12:30 p.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall may be deemed by the Administrative Agent to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender Party its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may beLender Party. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan that is not calculated at the Federal Funds RateLoan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (a) of the definition of the term "“Interest Period"”) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

Payments, Computations, Etc. Unless otherwise expressly --------------------------- provided, all payments by or on behalf of the Borrower pursuant to this Agreement, the Notes Notes, each Letter of Credit or any other Loan Document shall be made by the Borrower to the Administrative Agent for the pro rata account of the Lenders, the Documentation Agent, the Agents or the Arranger, as applicable, Lenders entitled to --- ---- receive such payment. All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., New York City time, on the date due, in same day or immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Lender, the Documentation Agent, each Agent or the Arranger, as the case may be, Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender, the Documentation Agent, such Agent or the Arranger, as the case may be. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 365 or, if appropriate, 366 days (or, in the case of interest on a LIBO Rate Loan or a Base Rate Loan that is not calculated at the Federal Funds Rate, 365 days or, if appropriate, 366 360 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (ac) of the definition of the term ---------- "Interest Period") be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.