Common use of Payments Generally Clause in Contracts

Payments Generally. (a) The Obligors shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Each Borrower shall make or cause to be made each payment and prepayment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor under Section 2.13, amounts under Article VII 2.14 or 2.15, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerAdministrative Agent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the LC Issuer Administrative Agent at such of its Payment Accountoffices in New York City as shall be notified to the relevant parties from time to time, except payments to be made directly to an Issuing Lender as otherwise expressly provided in the relevant Credit Document, herein and except that payments pursuant to Section 8.03 Sections 2.13, 2.14, 2.15 and Article VII 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and no Borrower shall have any liability in the event timely or correct distribution of such payments is not so made. If any payment or prepayment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. All payments and prepayments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal, interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time), on the date when due, in immediately available funds, without set-off setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerAdministrative Agent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Administrative Agent at its Payment Accountoffices at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as otherwise expressly provided in the relevant Credit Document, herein and except that payments pursuant to Section 8.03 Sections 2.12, 2.13, 2.15 and Article VII 10.03 shall be made directly to the Persons persons entitled theretothereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Loan Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit each Loan Document shall be made in Dollarsdollars, except as expressly specified otherwise. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Except with respect to Excluded Taxes, the Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, fees, interest or other amounts payable under Article VII or otherwisethis Agreement) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off deduction, setoff or counterclaimcounterclaim (other than any deduction or setoff in respect of Excluded Taxes as explicitly described herein). Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Account, except as otherwise expressly provided offices set forth in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto9.01. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment or prepayment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, feesinterest, fees or other amounts under Article VII or otherwisepayable hereunder) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerGM, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer GM at its Payment Accountoffices at 000 Xxxxx Xxxxxx, except as otherwise expressly provided in the relevant Credit Document00xx Xxxxx, and Xxx Xxxx, Xxx Xxxx, except that payments pursuant to Section 8.03 and Article VII 8.04 shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer GM to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon principal, interest, fees and fees expenses then due hereunder, such funds shall be applied (i) first, to pay interest towards payment of fees and fees expenses then due hereunder in respect of such Letters of Creditunder Section 8.04, and (ii) second, towards payment of interest accrued and then due hereunder on account of the Loans (including any interest payable pursuant to pay such unreimbursed LC Disbursements Section 2.06) and (iii) third, towards payment of principal of the Loans then due hereunder. (c) Notwithstanding anything to the contrary set forth herein, GM shall have the right to exercise the Set-Off Right, subject to Section 6.01, against any amounts owed under this Agreement in such order as it shall elect in its sole discretion.

Payments Generally. All payments under this Agreement or the Notes shall be made in immediately available funds not later than 1:00 p.m. New York City time on the relevant dates specified above at the Bank's office at 0000 Xxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx 00000. (a) The Obligors shall make or cause to be Any payment made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any such due date may, in the discretion of the LC Issuer, shall be deemed to have been received made on the next succeeding Domestic Business Day for purposes Banking Day. (b) Whenever a new Loan is to be made on a date Borrower repays any principal of calculating interest thereon. All an outstanding Loan, the Bank shall apply the proceeds of such payments new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to Borrower as provided in Section 2.04 or paid by Borrower to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments Bank pursuant to this Section 8.03 and Article VII 4.04, as the case may be. (c) The Bank may (but shall not be obligated to) debit the amount of any such payment which is not made directly by the time specified in Section 4.04(a) to any ordinary deposit account of Borrower with the Bank. Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Persons entitled theretoBank the principal or other amount payable by Borrower under this Agreement. If Borrower fails to so specify, the payment will be applied first to interest and then to principal, unless a Default or Event of Default has occurred and is continuing, in which case the Bank may apply such payment as it may elect in its sole discretion. If the due date of any payment hereunder shall be due under this Agreement or the Note would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Banking Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Banking Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at 00 Xxxx Xxxxxx Xxxx, except Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, or such other office as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) dollars. If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect principal of Letters of Credit or interest thereon Loans, interest, fees and fees other amounts then due hereunderunder the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due hereunderdue, and (iii) third, to such principal of the Loans then due. All amounts paid under the Loan Documents shall not be refundable under any circumstances, absent manifest error.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) Lender at the Lender’s Lending Office in Dollars and in immediately available funds not later than 2:00 p.m.12:00 noon, New York City time, on the date when duespecified herein. All payments received by the Lender after 12:00 noon, in immediately available fundsNew York time, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of calculating interest thereon. All such payments shall “Interest Period,” if any payment to be made to by the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII Borrower shall be made directly to the Persons entitled thereto. If any payment hereunder shall be come due on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to made on the next succeeding Domestic following Business Day, and such extension of time shall be reflected in computing interest or Euro-Dollar Business Day (fees, as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsmay be. (bc) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Lender, (ii) second, toward repayment of interest and fees then due hereunder hereunder, ratably among the parties entitled thereto in respect accordance with the amounts of interest and fees then due to such Letters of Creditparties, and (iiiii) secondthird, to pay such unreimbursed LC Disbursements toward repayment of principal then due hereunder. (d) Nothing herein shall be deemed to obligate the Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by the Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. (a) The Obligors Issuer shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement all payments of LC Disbursementsprincipal, feesinterest and other amounts payable hereunder, amounts under Article VII or otherwise) or under any other Credit Document (except to of the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, Other Documents by wire transfer in Dollars and in immediately available funds, without condition, deduction, set-off or counterclaim. Any amounts received after , to the Note Debt Service Account, or such other account as shall be specified by the Note Administrative Agent from time on any date may, in to time by written notice to the discretion of the LC Issuer, which notice shall be deemed to have been received delivered not later than 1:00 PM (New York City time) on the next succeeding Domestic date which is one (1) Business Day for purposes of calculating interest thereonprior to the date on which such payment shall become due. All such payments shall be made not later than 1:00 PM (New York City time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the immediately succeeding Business Day). (b) The Note Administrative Agent shall disburse amounts deposited in the Note Debt Service Account and the Interest Reserve Account, and distribute any other amounts received by it pursuant to clause (a) to pay principal, interest and other amounts payable hereunder in respect of the Notes to DTC or its nominee with respect to the LC Issuer Global Notes and with respect to the Definitive Notes, to the applicable Note Purchasers at its Payment Account, except such office or bank account as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly specified by such Note Purchaser from time to time by written notice to the Persons entitled theretoNote Administrative Agent, which notice shall be delivered not later than 1:00 PM (New York City time) on the date which is three (3) Business Days prior to the date on which such payment shall become due. If any payment to be made hereunder shall be becomes due and payable on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the due date for payment thereof shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for at the period of Interest Rate during such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Each Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor of amounts payable under Section 2.15, amounts under Article VII 2.16 or 2.17, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the date when due, in immediately available funds, without set-set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuereach Lender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Administrative Agent at its Payment Accountoffices at 00 Xxxxxxx Xxxxxx, except as otherwise expressly provided in Xxx Xxxx, Xxx Xxxx. The Administrative Agent shall promptly distribute to each Lender any payments received by the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretoAdministrative Agent on behalf of such Lender. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lenders to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such towards payment of principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrowers shall make or cause to be made each payment required to be made by them hereunder under the Loan Documents (whether of principal, interest or fees, reimbursement of LC Disbursements, feesor amounts payable under Section 2.15, amounts under Article VII 2.16 or 2.17(c) or otherwise) or before the time expressly required under any other Credit the relevant Loan Document for such payment (except to the extent otherwise provided therein) not later than 2:00 p.m.or, New York City timeif no such time is expressly required, before noon, Prevailing Eastern Time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts amount received after such time on any date day may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices at 100 X. XxXxxxx Street, except Chicago, IL 60603 (or such other address as otherwise expressly provided in may from time to time be designated by the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly Lender to the Persons entitled theretoBorrower Agent in writing). If Unless otherwise specified herein, if any payment hereunder under any Loan Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall will be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any if such payment accruing accrues interest, interest thereon shall will be payable for the period of such extension. All payments hereunder or under any other Credit each Loan Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Except as provided under Section 2.09, the Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, fees, interest or other amounts payable under Article VII or otherwisethis Agreement) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off deduction, setoff or counterclaimcounterclaim (other than any deduction or setoff in respect of Excluded Taxes as explicitly described herein). Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Account, except as otherwise expressly provided offices set forth in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto9.01. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due hereunder.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required Except as set forth in Section 8.14, all payments to be made by them the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) Lender at the Lender’s Office in Dollars and in immediately available funds not later than 2:00 p.m.12:00 noon, New York City timeMountain Standard Time or Mountain Daylight Time (as applicable), on the date when duespecified herein. All payments received by the Lender after 12:00 noon, in immediately available fundsMountain Standard Time or Mountain Daylight Time (as applicable), without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of calculating interest thereon. All such payments shall “Interest Period,” if any payment to be made to by the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII Borrower shall be made directly to the Persons entitled thereto. If any payment hereunder shall be come due on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to made on the next succeeding Domestic following Business Day, and such extension of time shall be reflected in computing interest or Euro-Dollar Business Day (fees, as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsmay be. (bc) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay toward costs and expenses incurred by the Lender, (ii) second, toward repayment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (iiiii) secondthird, to pay such unreimbursed LC Disbursements toward repayment of principal then due hereunder. (d) Nothing herein shall be deemed to obligate the Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by the Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. (a) The Obligors Each Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 1:00 p.m., New York Kansas City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at 0000 Xxxxx Xxxx, except Xxxxxx Xxxx, Xxxxxxxx 00000, or such other office as to which the Bank may notify such Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) . If at any time insufficient funds are received by and available to the LC Issuer Bank from a Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect principal of Letters of Credit or interest thereon Loans, interest, fees and fees other amounts then due hereunderunder the Loan Documents from such Borrower, such funds shall be applied to the obligations owing by such Borrower to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due hereunderdue, and (iii) third, to such principal of the Loans then due. All amounts paid under the Loan Documents shall not be refundable under any circumstances.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder. (c) Amounts owed hereunder which are not paid when due shall accrue interest at the Default Rate, such interest to be payable upon demand.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor of amounts payable under Section 2.12, amounts under Article VII 2.13 or 2.14, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices at 100 Xxxx Xxxxxx, except Xxxxxxxxxx, Xxxxxxx 00000, or such other office as otherwise expressly provided the Lender may designate in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretowriting. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such towards payment of principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Borrower hereunder (whether reimbursement of LC Disbursementsand the other Loan Documents shall be made without condition or deduction for any counterclaim, feesdefense, amounts under Article VII recoupment or otherwise) or under any other Credit Document (except setoff. Except as otherwise expressly provided herein, all such payments shall be made to the extent otherwise provided therein) Lender in immediately available funds not later than 2:00 p.m., New York City 12:00 noon (East Coast time, ) on the date when due, in immediately available funds, without set-off or counterclaimspecified herein. Any All amounts received by the Lender after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating and any applicable interest thereon. All such payments or fees shall be made continue to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretoaccrue. If any payment hereunder to be made by the Borrower shall be fall due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to made on the next succeeding Domestic or Euro-Dollar Business Day (and such extension of time shall be reflected in computing interest or fees, as applicable) and, in the case of any may be; provided that, if such next succeeding Business Day would fall after the applicable Maturity Date, payment accruing interest, interest thereon shall be payable for made on the period of such extensionimmediately preceding Business Day. All Except as otherwise expressly provided herein, all payments hereunder or under any other Credit Loan Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available . Unless Lender sends notice to the LC Issuer Borrower will alternative payment instructions, all payments to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit Lender should be made either via ACH or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.wire transfer via the following payment instructions: For ACH delivery: Bank Routing Number: XXXXXXXXX Account Number: XXXXXXXXXXXX Account Name: XXXXXXXXXX For Wire Transfers: Bank Routing Number: XXXXXXXXX SWIFT Code: XXXXXXXX General Bank Reference Address: XXXXXXXXXX Account Number: XXXXXXXXX Account Name: XXXXXXXXXXX

Payments Generally. (a) The Obligors All payments under this Agreement or the Note, shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except in Dollars in immediately available funds to the extent otherwise provided therein) Bank not later than 2:00 p.m., 1:00 p.m. New York City time, time on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the LC Issuer, is to be deemed to have been received made on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made Banking Day), to the LC Issuer Bank's office at its Payment Account000 Xxxxx Xxxxxxx Xxxx, except as otherwise expressly provided Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000. The Co-Borrowers will notify the Bank of any payment pursuant to the provisions of this Section at the same time it makes any such payment. The Bank may (but shall not be obligated to) debit the amount of any such payment to any ordinary deposit account of any of the Co-Borrowers with the Bank. The Co-Borrowers shall, at the time of making each payment under this Agreement or the Note, specify to the Bank the principal or other amount payable by the Co-Borrowers under this Agreement or the Note to which such payment is to be applied; provided, however, that in the relevant Credit Documentevent that the Co-Borrowers fails to so specify, or if a Default or an Event of Default has occurred and except that payments pursuant to Section 8.03 and Article VII is continuing, the Bank shall be made directly to the Persons entitled theretoapply such payment as it may elect in its sole discretion. If the due date of any payment hereunder shall be due under this Agreement or the Note would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)B g Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Banking Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received All payments made by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit Co-Borrowers under this Agreement, the Note or interest thereon and fees then due hereunder, such funds the other Facility Documents shall be applied (i) first, to pay interest made free and fees then due hereunder in respect of such Letters of Creditclear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or taxing authority of any jurisdiction located outside of the United States, excluding income taxes and franchise taxes (iiimposed in lieu of income taxes) secondimposed on the Bank as a result of a present or former connection between the jurisdiction of the government or the taxing authority imposing such tax and the Bank (excluding a connection arising solely from such Bank having executed, to pay delivered, or performed its obligations or received a payment under, or enforced, this Agreement, the Note or the other Facility Documents) or any political subdivision or taxing authority thereof or therein (all such unreimbursed LC Disbursements then due hereunder.non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called "Taxes"

Payments Generally. (a) The Obligors BorrowersBorrower shall make or cause to be made each payment required to be made by them hereunder under the Loan Documents (whether of principal, interest or fees, reimbursement of LC Disbursements, feesor amounts payable under Section 2.15, amounts under Article VII 2.16 or 2.17(c) or otherwise) or before the time expressly required under any other Credit the relevant Loan Document for such payment (except to the extent otherwise provided therein) not later than 2:00 p.m.or, New York City timeif no such time is expressly required, before noon, Prevailing Eastern Time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts amount received after such time on any date day may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices at 100 X. XxXxxxx Street, except Chicago, IL 60603 (or such other address as otherwise expressly provided in may from time to time be designated by the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly Lender to the Persons entitled theretoBorrower Agent in writing). If Unless otherwise specified herein, if any payment hereunder under any Loan Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall will be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any if such payment accruing accrues interest, interest thereon shall will be payable for the period of such extension. All payments hereunder or under any other Credit each Loan Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrowers shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Transaction Document (except whether of principal, interest or amounts otherwise payable) on or before the time expressly required hereunder or under such other Transaction Document for such payment (or, if no such time is expressly required, prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time), on the date when due, in immediately available funds, without set-off setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices at 000 Xxxxxxxxxx Xxxxxxxxx, except as otherwise expressly provided in the relevant Credit DocumentXxxxxxxx, XX 00000, and except that payments pursuant to Section 8.03 Sections 2.07, 2.08, 2.10 and Article VII 9.03 shall be made directly to the Persons persons entitled theretothereto and payments pursuant to other Transaction Documents shall be made to the persons specified therein. The Lender shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Transaction Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit each Transaction Document shall be made in Dollarsdollars, except as expressly specified otherwise. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts it under Article VII or otherwise) or under any other Credit Document (except the Loan Documents prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the date when due, in immediately available fundsfunds to an account of the Lender as designated by the Lender, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such that time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretointerest. If any payment hereunder under the Loan Documents shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such that extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If The Lender which is also the holder of the Warrant may, at any time insufficient funds are received by and available the Lender’s sole option, in accordance with Section 1(c) of the Warrant, exercise the Warrant in whole for the number of shares of Common Stock then issuable under the Warrant (as adjusted pursuant to the LC Issuer to Warrant) and pay fully the Aggregate Exercise Price (as defined in the Warrant) for the exercise of the Warrant by extinguishing all amounts Obligations of unreimbursed LC Disbursements in respect the Borrower then outstanding under this Agreement as of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunderthe Exercise Notice Date.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and, except with respect to principal of and interest on Loans denominated in Euro, all payments by the Borrowers hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m., New York City time, 3:00 p.m. on the date when duespecified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in immediately available fundsEuro shall be made to the Administrative Agent, without set-off or counterclaim. Any amounts received after for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Euro and in Same Day Funds not later than 3:00 p.m. London time on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any date may, payments due under this Agreement be made in the discretion United States. If, for any reason, the Borrowers are prohibited by any Law from making any required payment hereunder in Euro, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the LC Issuer, Euro payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 3:00 p.m. (or 3:00 p.m. London time in the case of payments in Euro) shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsaccrue. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, LC Disbursements, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at One Liberty Plaza, except New York, New York, or such other office in the United States as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term "Interest Period", and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) dollars. If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed principal of Loans, LC Disbursements in respect of Letters of Credit or interest thereon Disbursements, interest, fees and fees other amounts then due hereunderunder the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed interest and fees then due, and (iii) third, to such principal of the Loans and LC Disbursements then due hereunderdue. All amounts paid under the Loan Documents shall not be refundable under any circumstances.

Payments Generally. (a) The Obligors All payments under this Agreement or the Notes, shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except in Dollars in immediately available funds to the extent otherwise provided therein) Banks, in accordance with the respective obligations of the Borrower then due and payable to each of them not later than 2:00 p.m., 1:00 p.m. New York City time, time on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the LC Issuer, is to be deemed to have been received made on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made Banking Day), to the LC Issuer Bank's Lending Office. The Borrower will notify the Banks of any payment pursuant to the provisions of this Section at its Payment Accountthe same time it makes any such payment. Each Bank may (but shall not be obligated to) debit the amount of any such payment to any ordinary deposit account of the Borrower with such Bank; provided, except as otherwise expressly provided however, that the Banks shall not be permitted to debit any funds which are not available to the Borrower other than on an overdraft basis. The Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Banks the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be applied; provided, however, that in the relevant Credit Documentevent that the Borrower fails to so specify, or if an Event of Default has occurred and except that payments pursuant to Section 8.03 and Article VII is continuing, the Banks shall be made directly to the Persons entitled theretoapply such payment as they may elect in their sole discretion. If the due date of any payment hereunder shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Banking Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Banking Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All Except to the extent otherwise provided herein, it is the intention of the parties that all payments hereunder or under any other Credit Document shall be made to the Banks pro rata in Dollarsaccordance with their respective Commitment Proportions. (b) If All payments made by the Borrower under this Agreement, the Notes or the other Facility Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or taxing authority of any jurisdiction located outside of the United States, excluding, (x) in the case of each Bank, income taxes and franchise taxes (imposed in lieu of income taxes) imposed on such Bank as a result of a present or former connection between the jurisdiction of the government or the taxing authority imposing such tax and such Bank (excluding a connection arising solely from such Bank having executed, delivered, or performed its obligations or received a payment under, or enforced, this Agreement, the Notes or the other Facility Documents) or any political subdivision or taxing authority thereof or therein, and (y) taxes (including withholding taxes) imposed by reason of the failure of the Agent or any Bank, in either case that is organized outside the United States, to comply with Section 3.7(c) hereof (or the inaccuracy at any time insufficient funds are received by of the certificates, documents and available to the LC Issuer to pay fully other evidence delivered thereunder) (all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.withholdings being hereinafter called "Taxes"

Payments Generally. (a) The Obligors Borrowers shall make or cause to be made each payment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor of amounts payable under Section 2.11 or 2.12, amounts under Article VII or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City Boston time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices in Boston, except as otherwise expressly provided in the relevant Credit DocumentMassachusetts, and except that payments pursuant to Section Sections 2.11, 2.12 and 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, and interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such towards payment of principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors All payments under this Agreement or the Notes shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except in Dollars in immediately available funds to the extent otherwise provided therein) Agent, in accordance with the respective obligations of the Borrower then due and payable to each of them not later than 2:00 p.m., 1:00 p.m. New York City time, time on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the LC Issuer, is to be deemed to have been received made on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made Banking Day), to the LC Issuer Agent's Lending Office. The Borrower will notify the Agent of any payment pursuant to the provisions of this Section at its Payment Accountthe same time it makes any such payment. The Bank may (but shall not be obligated to) debit the amount of any such payment to any ordinary deposit account of the Borrower with such Bank; provided, except as otherwise expressly provided however, that the Agent shall not be permitted to debit any funds which are not available to the Borrower other than on an overdraft basis. The Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Agent the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment be applied; provided, however, that in the relevant Credit Documentevent that the Borrower fails to so specify, or if an Event of Default has occurred and except that payments pursuant to Section 8.03 and Article VII is continuing, the Banks shall be made directly to the Persons entitled theretoapply such payment as they may elect in their sole discretion. If the due date of any payment hereunder shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Banking Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Banking Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All Except to the extent otherwise provided herein, it is the intention of the parties that all payments hereunder or under any other Credit Document shall be made applied to the Banks pro rata in Dollarsaccordance with their respective Commitment Proportions. (b) If All payments made by the Borrower under this Agreement, the Notes or the other Facility Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or taxing authority of any jurisdiction, excluding, (x) in the case of each Bank, income taxes and franchise taxes (imposed in lieu of income taxes) imposed on such Bank as a result of a present or former connection between the jurisdiction of the government or the taxing authority imposing such tax and such Bank (excluding a connection arising solely from such Bank having executed, delivered, or performed its obligations or received a payment under, or enforced, this Agreement, the Notes or the other Facility Documents) or any political subdivision or taxing authority thereof or therein, and (y) taxes (including withholding taxes) imposed by reason of the failure of the Agent or any Bank, in either case that is organized outside the United States, to comply with Section 3.7(c) hereof (or the inaccuracy at any time insufficient funds are received by of the certificates, documents and available to the LC Issuer to pay fully other evidence delivered thereunder) (all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.withholdings being hereinafter called "Taxes"

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and, except with respect to principal of and interest on Loans denominated in Euro, all payments by the Borrower hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m., New York City time, 3:00 p.m. on the date when duespecified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in immediately available fundsEuro shall be made to the Administrative Agent, without set-off or counterclaim. Any amounts received after for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Euro and in Same Day Funds not later than 3:00 p.m. London time on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any date may, payments due under this Agreement be made in the discretion United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in Euro, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the LC Issuer, Euro payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 3:00 p.m. (or 3:00 p.m. London time in the case of payments in Euro) shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsaccrue. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Each Borrower shall make or cause to be made each payment and prepayment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor under Section 2.14, amounts under Article VII 2.15 or 2.16, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerAdministrative Agent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the LC Issuer Administrative Agent at such of its Payment Accountoffices in New York City as shall be notified to the relevant parties from time to time, except payments to be made directly to an Issuing Lender as otherwise expressly provided in the relevant Credit Document, herein and except that payments pursuant to Section 8.03 Sections 2.14, 2.15, 2.16 and Article VII 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and no Borrower shall have any liability in the event timely or correct distribution of such payments is not so made. If any payment or prepayment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. All payments and prepayments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Each payment (including prepayments) by Borrower of the principal of or interest on the Revolving Loans and any other amount owed under this Agreement or any other Loan Document shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, p.m. on the date when duespecified for payment under this Agreement to Lender at Lender's Office, in Dollars constituting immediately available funds, without set-off or counterclaim. Any amounts All payments received by Lender after such time on any date may, in the discretion of the LC Issuer, 2:00 p.m. shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsaccrue. (b) If at any payment under this Agreement or any other Loan Document shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day. Any extension of time insufficient funds shall in such case be included in computing interest and fees, if any, in connection with such payment. (c) Borrower agrees to pay principal, interest, fees and all other amounts due under the Loan Documents without deduction for set-off or counterclaim or any deduction whatsoever. (d) If some but less than all amounts due from Borrower are received by and available Lender, Lender shall apply such amounts in the following order of priority: (i) to the LC Issuer to pay fully all amounts payment of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees Lender's expenses incurred under the Loan Documents then due hereunderand payable, such funds if any; (ii) to the payment of all other fees under the Loan Documents then due and payable; (iii) to the payment of interest then due and payable on the Revolving Loans; (iv) to the payment of all other amounts not otherwise referred to in this Section 2.10(d) then due and payable under the Revolving Loan Documents; and (v) to the payment of principal then due and payable on the Revolving Loans (each payment made after the Termination Date shall be applied (i) first, to pay interest and fees then due hereunder the unpaid scheduled installment payments of the Revolving Loans in respect the inverse order of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereundermaturity).

Payments Generally. (a) The Obligors shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters the Letter of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunderhereunder and (iii) third, to pay all other Secured Obligations (other than contingent reimbursement or indemnification obligations as to which no claim has been asserted). (c) Amounts owed hereunder which are not paid when due shall accrue interest at the Default Rate, such interest to be payable upon demand.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment and prepayment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor under Section 2.13, amounts under Article VII 2.14 or 2.15, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerAdministrative Agent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments and prepayments shall be made to the LC Issuer Administrative Agent at such of its Payment Accountoffices in New York City as shall be notified to the relevant parties from time to time, except payments to be made directly to the Issuing Lender as otherwise expressly provided in the relevant Credit Document, herein and except that payments pursuant to Section 8.03 Sections 2.13, 2.14, 2.15 and Article VII 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment or prepayment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment or prepayment, as the case may be, shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment or prepayment accruing interest, interest thereon shall be payable for the period of such extension. All payments and prepayments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors All payments under this Agreement or the Notes, shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) in Dollars in immediately available funds not later than 2:00 p.m., 1:00 p.m. New York City time, time on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the LC Issuer, to be deemed to have been received made on the next succeeding Domestic Business Day for purposes Day) at the Bank's office located at 0 Xxxxxxxx Xxxxx, 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000; provided that, when a new Loan is to be made by the Bank on a date the Borrower is to repay any principal of calculating interest thereon. All such payments an outstanding Loan, the Bank shall apply the proceeds thereof to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to the LC Issuer at its Payment Account, except Borrower as otherwise expressly provided in Section 2.04 or paid by the relevant Credit Document, and except that payments Borrower to the Bank pursuant to this Section 8.03 and Article VII 3.05, as the case may be. The Bank may (but shall not be obligated to) debit the amount of any such payment which is not made directly by such time to any ordinary deposit account of the Borrower with the Bank. The Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Persons entitled theretoBank the principal or other amount payable by the Borrower under this Agreement or the Note to which such payment is to be applied (and in the event that it fails to so specify, or if a Default or Event of Default has occurred and is continuing, the Bank may apply such payment as it may elect in its sole discretion). If the due date of any payment hereunder shall be due under this Agreement or the Note would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors All payments of the Obligations hereunder shall be made to Lender at Lender’s address specified pursuant to Section 8.08, or at any other office of Lender specified in writing by Lender to Borrower, by 1 p.m. (local time) on the date when due. (b) Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to whether of principal, interest or fees, or other amounts payable under Article II or otherwise) on or before the extent otherwise provided therein) not later than time expressly required hereunder or under such other Credit Document for such payment (or, if no such time is expressly required, before 2:00 p.m., New York City Austin, Texas time), on the date when due, in immediately available funds, without set-off off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder under any Credit Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All Unless otherwise specified therein, all payments hereunder or under any other each Credit Document shall be made in Dollars. (bc) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal, if any, then due hereunder. (d) If after receipt of any payment which is applied to the payment of all or any part of the Obligations, Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by Lender and Borrower shall be liable to pay to Lender. The provisions of this Section 2.07(d) shall be and remain effective notwithstanding any contrary action which may have been taken by Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.07(d) shall survive the termination of this Agreement.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at One Wall Street, except New York, New York, or such other office as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) . If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect principal of Letters of Credit or interest thereon Loans, interest, fees and fees other amounts then due hereunderunder the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due hereunderdue, and (iii) third, to such principal of the Loans then due. All amounts paid under the Loan Documents shall not be refundable under any circumstances, absent manifest error.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, feesinterest, or fees or of amounts payable under Article VII Section 2.09 or 2.10, or otherwise) without condition or under deduction for any other Credit Document (except counterclaim, defense, recoupment or setoff prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, or such other time as may be agreed between the Borrower and the Lender, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in Dollars and (ii) to the LC Issuer at its Payment AccountLender, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section Sections 2.09, 2.10 and 8.03 and Article VII shall be made directly to the Persons entitled thereto. The Lender shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due hereunder.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) Lender at the Lender’s Office in Dollars and in immediately available funds not later than 2:00 p.m.12:00 noon, New York City timeMountain Standard Time or Mountain Daylight Time (as applicable), on the date when duespecified herein. All payments received by the Lender after 12:00 noon, in immediately available fundsMountain Standard Time or Mountain Daylight Time (as applicable), without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of calculating interest thereon. All such payments shall “Interest Period,” if any payment to be made to by the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII Borrower shall be made directly to the Persons entitled thereto. If any payment hereunder shall be come due on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to made on the next succeeding Domestic following Business Day, and such extension of time shall be reflected in computing interest or Euro-Dollar Business Day (fees, as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsmay be. (bc) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay toward costs and expenses incurred by the Lender, (ii) second, toward repayment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (iiiii) secondthird, to pay such unreimbursed LC Disbursements toward repayment of principal then due hereunder. (d) Nothing herein shall be deemed to obligate the Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by the Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, feesinterest, fees or of amounts payable under Article VII Section 2.09 or 2.11, or otherwise) without condition or under deduction for any other Credit Document (except defense, recoupment, set‑off or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the extent otherwise provided therein) Lender, at the Lender’s Office in Dollars and in immediately available funds not later than 2:00 p.m., New York City time, p.m. on the date when due, in immediately available funds, without set-off or counterclaimspecified herein. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due from the Borrower hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due from the Borrower hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal of Loans then due from the Borrower hereunder.

Payments Generally. (a) The Obligors All payments of the Obligations hereunder shall be made to Lender at Lender’s address specified pursuant to Section 8.08, or at any other office of Lender specified in writing by Lender to Borrower, by noon (local time) on the date when due. Lender is hereby authorized to charge any account of Borrower maintained with Lender or any of its Affiliates for each payment of principal, interest and fees as it becomes due hereunder. (b) Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to whether of principal, interest or fees, or other amounts payable under Article II or otherwise) on or before the extent otherwise provided therein) not later than time expressly required hereunder or under such other Credit Document for such payment (or, if no such time is expressly required, before 2:00 p.m., New York City Austin, Texas time), on the date when due, in immediately available funds, without set-off off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder under any Credit Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All Unless otherwise specified therein, all payments hereunder or under any other each Credit Document shall be made in Dollars. (bc) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal, interest, fees, or of amounts payable under Section 2.08, 2.09 or 2.10, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m.time expressly required hereunder or under such other Loan Document for such payment (or, if no time is expressly required, prior to 12:00 noon, New York City time, ) on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountmain offices at New York, except New York or to such other office within the United States of America as otherwise expressly provided in designated from time to time by the relevant Credit DocumentLender, and except that payments pursuant to Section Sections 2.08, 2.09, 2.10 and 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder of under any other Loan Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Loan Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) firstfirst towards payment of the Lender’s costs and expenses, if any, then accrued hereunder, then to pay payments of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, then to pay such unreimbursed LC Disbursements payments of principal then due hereunder.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments (including prepayments) to be made by them the Borrower hereunder (whether reimbursement of LC Disbursementsshall be made without condition, feesdefense, amounts under Article VII set-off, deduction, withholding, recoupment or otherwise) or under any other Credit Document (counterclaim, except as required by Applicable Law, and shall be made prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the due date when due, thereof to the Lender in Dollars by wire transfer of immediately available funds, without set-off or counterclaimfunds to such account of the Lender as the Lender may notify the Borrower. Any amounts payment received after by the Lender later than such time on any the specified payment date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic following Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit DocumentDay, and except that payments pursuant any applicable interest or fees shall continue to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable), the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsaccrue. (b) If at Whenever any payment is due on a day other than a Business Day, such payment shall be made on the next Business Day, provided that, should such next Business Day fall in the next calendar month, such payment shall be due on the preceding Business Day, and such extension of time insufficient funds are received by shall in such event be included in, and available to such reduction of time shall in such event be excluded from, the LC Issuer to pay fully all amounts computation of unreimbursed LC Disbursements interest or fees. (c) Payments in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds Loans received by the Lender from the Borrower shall be applied (i) applied: first, to pay accrued interest and fees then due hereunder in respect on such Loans (including on any amount of such Letters of Credit, and (ii) deferred interest); second, to pay payments of principal due on such unreimbursed LC Disbursements then Loans; and third, to all other amounts due hereunderunder this Agreement and the other Loan Documents and all Obligations.

Payments Generally. (a) The Obligors All payments under this Agreement or the Notes, shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except in Dollars in immediately available funds to the extent otherwise provided therein) Banks, in accordance with the respective obligations of the Borrower then due and payable to each of them not later than 2:00 p.m., 1:00 p.m. New York City time, time on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received relevant dates specified above (each such payment made after such time on any such due date may, in the discretion of the LC Issuer, is to be deemed to have been received made on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made Banking Day), to the LC Issuer Bank's Lending Office. The Borrower will notify the Banks of any payment pursuant to the provisions of this Section at its Payment Accountthe same time it makes any such payment. Each Bank may (but shall not be obligated to) debit the amount of any such payment to any ordinary deposit account of the Borrower with such Bank; provided, except as otherwise expressly provided however, that the Banks shall not be permitted to debit any funds which are not available to the Borrower other than on an overdraft basis. The Borrower shall, at the time of making each payment under this Agreement or the Notes, specify to the Banks the principal or other amount payable by the Borrower under this Agreement or the Notes to which such payment is to be applied; provided, however, that in the relevant Credit Documentevent that the Borrower fails to so specify, or if an Event of Default has occurred and except that payments pursuant to Section 8.03 and Article VII is continuing, the Banks shall be made directly to the Persons entitled theretoapply such payment as they may elect in their sole discretion. If the due date of any payment hereunder shall be due under this Agreement or the Notes would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Banking Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Banking Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All Except to the extent otherwise provided herein, it is the intention of the parties that all payments hereunder or under any other Credit Document shall be made to the Banks PRO RATA in Dollarsaccordance with their respective Commitment Proportions. (b) If All payments made by the Borrower under this Agreement, the Notes or the other Facility Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental or taxing authority of any jurisdiction located outside of the United States, excluding, (x) in the case of each Bank, income taxes and franchise taxes (imposed in lieu of income taxes) imposed on such Bank as a result of a present or former connection between the jurisdiction of the government or the taxing authority imposing such tax and such Bank (excluding a connection arising solely from such Bank having executed, delivered, or performed its obligations or received a payment under, or enforced, this Agreement, the Notes or the other Facility Documents) or any political subdivision or taxing authority thereof or therein, and (y) taxes (including withholding taxes) imposed by reason of the failure of the Agent or any Bank, in either case that is organized outside the United States, to comply with Section 3.7(c) hereof (or the inaccuracy at any time insufficient funds are received by of the certificates, documents and available to the LC Issuer to pay fully other evidence delivered thereunder) (all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.withholdings being hereinafter called "Taxes"

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at Xxx Xxxxxxx Xxxxx, except Xxx Xxxx, Xxx Xxxx 00000, or such other office as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) dollars. If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect principal of Letters of Credit or interest thereon Loans, interest, fees and fees other amounts then due hereunderunder the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due hereunderdue, and (iii) third, to such principal of the Loans then due. All amounts paid under the Loan Documents shall not be refundable under any circumstances.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) Lender at the applicable Lending Office in Dollars and in immediately available funds not later than 2:00 3:00 p.m., New York City time, on the date when duespecified herein. All payments received by the Lender after 3:00 p.m., in immediately available fundsNew York time, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of calculating interest thereon. All such payments shall "Interest Period," if any payment to be made to by the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII Borrowers shall be made directly to the Persons entitled thereto. If any payment hereunder shall be come due on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to made on the next succeeding Domestic following Business Day, and such extension of time shall be reflected in computing interest or Euro-Dollar Business Day (fees, as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsmay be. (bc) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of drawings under Letters of Credit or Credit, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay toward costs and expenses (including Attorney Costs and amounts payable under Article III) incurred by the Lender, (ii) second, toward repayment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (iiiii) secondthird, to pay such toward repayment of principal and unreimbursed LC Disbursements drawings under Letters of Credit then due hereunder. (d) Nothing herein shall be deemed to obligate the Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by the Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Payments Generally. (a) The Obligors All payments (including prepayments) on account of principal, interest, fees and any other amounts payable by the Borrowers to the Bank hereunder shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII without setoff or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments counterclaim and shall be made to the LC Issuer Bank on the date of payment at its Payment Account50 Xxxxx Xxxxxxx Xxxx, except as otherwise expressly provided Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000 or before 11:00 a.m. New York time, in each case in lawful money of the relevant Credit Document, United States of America and except that in immediately available funds (which payments pursuant to Section 8.03 and Article VII shall may be made directly by the Borrowers' use of electronic transfers); without limiting the foregoing, the Borrowers hereby authorize the Bank to charge any account of the Persons entitled theretoBorrowers for each such payment on the due date therefor. If any payment hereunder shall be becomes due and payable on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for such payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case with respect to payments of any payment accruing interestprincipal, interest thereon shall be payable for at the period of then applicable rate during such extension. All payments hereunder Notwithstanding the foregoing, if any payment of principal or under any other Credit Document interest becomes due on a day on which the banks in New York, New York are required or permitted by law to remain closed, such payment may be made on the next succeeding day on which such banks are open, and such extensions shall be made included in Dollarscomputing interest in connection with such payment. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds All payments shall be applied first to the payment of all fees, expenses and other amounts due to the Bank (i) firstexcluding principal and interest), then to pay interest and fees then due hereunder in respect of such Letters of Creditaccrued interest, and (ii) secondthe balance on account of outstanding principal; provided, however, after an Event of Default, payments will be applied to pay such unreimbursed LC Disbursements then due hereunderthe obligations of the Borrowers to the Bank as the Bank determines in its sole discretion.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at Xxx Xxxxxxx Xxxxx, except 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) dollars. If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect principal of Letters of Credit or interest thereon Loans, interest, fees and fees other amounts then due hereunderunder the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due hereunderdue, and (iii) third, to such principal of the Loans then due. All amounts paid under the Loan Documents shall not be refundable under any circumstances.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required All payments to be made by them the Company shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to Obligations denominated in an Alternative Currency, all payments by the Company hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except shall be made to the extent otherwise provided therein) L/C Issuer, at the L/C Issuer’s applicable Lending Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Company hereunder with respect to Obligations denominated in an Alternative Currency shall be made to the L/C Issuer at the applicable Lending Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the L/C Issuer on the dates specified herein. Without limiting the generality of the foregoing, the L/C Issuer may require that any payments due under this Agreement be made in the United States. If, for any reason, the Company is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Company shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. All payments received by the L/C Issuer (i) after 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion case of payments in Dollars, or (ii) after the LC IssuerApplicable Time specified by the L/C Issuer in the case of payments in an Alternative Currency, shall in each case be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating and any applicable interest thereon. All such payments or fee shall be made continue to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretoaccrue. If any payment hereunder to be made by the Company shall be come due on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to made on the next succeeding Domestic following Business Day, and such extension of time shall be reflected in computing interest or Euro-Dollar Business Day (fees, as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsmay be. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Accountoffice at 00 Xxxx Xxxxxx Xxxx, except Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, or such other office as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) . If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect principal of Letters of Credit or interest thereon Loans, interest, fees and fees other amounts then due hereunderunder the Loan Documents, such funds shall be applied to the obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding principal, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due hereunderdue, and (iii) third, to such principal of the Loans then due. All amounts paid under the Loan Documents shall not be refundable under any circumstances, absent manifest error.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Loan Document (except whether of principal of Loans, interest, fees, or otherwise) prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, shall be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at its Payment Account, except such office as to which the Bank may notify the Borrower. Except as may be otherwise expressly provided in the relevant Credit Documentdefined term “Interest Period”, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If if any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) . If at any time insufficient funds are received by and available to the LC Issuer Bank from the Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees Obligations then due hereunderunder the Loan Documents, such funds shall be applied to the Obligations owing to the Bank: (i) first, to pay payment of such amounts (excluding Principal Obligations, interest and fees then due hereunder fees), in respect of such Letters of Creditorder as the Bank may choose, and (ii) second, to pay such unreimbursed LC Disbursements interest and fees then due, and (iii) third, to the Principal Obligations then due hereunderon a first-in, first-out basis (based on date of borrowing). All amounts paid under the Loan Documents shall not be refundable under any circumstances absent manifest error.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor of amounts payable under Section 2.12, amounts under Article VII 2.13 or 2.14, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices at 000 Xxxx Xxxxxx, except as otherwise expressly provided in the relevant Credit DocumentXxxxxxxxxx, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretoXxxxxxx 00000. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such towards payment of principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC Issuer, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled thereto. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder. (c) Amounts owed hereunder which are not paid when due shall accrue interest at the Default Rate, such interest to be payable upon demand.

Payments Generally. (a) The Obligors Applicants shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerIssuing Bank, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Issuing Bank at its Payment Accountoffices at 000 Xxxx Xxxxxx, except as otherwise expressly provided in the relevant Credit DocumentXxx Xxxx, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretoXxx Xxxx 00000. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Issuing Bank to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such towards payment of unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Unless otherwise specified, Borrower shall make or cause to be made each payment required to be made by them hereunder it under any Loan Document (whether reimbursement of LC Disbursementsprincipal, feesinterest or fees or of amounts payable under Section 2.7, amounts under Article VII Section 2.8, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 12:00 p.m., New York City Pacific time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to Lender to the LC Issuer at its Payment Accountapplicable account designated to Borrower by Lender, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 2.7, Section 2.8 and Article VII Section 8.2 shall be made directly to the Persons entitled thereto, in each case, subject to the terms of the Depositary Agreement. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder of (i) principal or interest in respect of the Term Loan or (ii) any other amount due hereunder or under any other Credit Loan Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender from Borrower to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunderfrom Borrower under the Loan Documents, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Creditfrom Borrower hereunder, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due from Borrower hereunder.

Payments Generally. (a) The Obligors All payments under this Agreement or the Notes shall make or cause to be made each payment required to be made by them hereunder (whether reimbursement of LC Disbursements, fees, amounts under Article VII or otherwise) or under any other Credit Document (except to the extent otherwise provided therein) in immediately available funds not later than 2:00 p.m., p.m. New York City time, time on the date when duerelevant dates specified above at the Bank's office at 1377 Motor Parkway, in immediately available fundsIslandia, without set-off or counterclaim. Any amounts received New Yxxx 00000. (x) Xxx xxxxxxx xxde after such time on any such due date may, in the discretion of the LC Issuer, shall be deemed to have been received made on the next succeeding Domestic Business Day for purposes Banking Day. (b) Whenever a new Loan is to be made on a date Borrower repays any principal of calculating interest thereon. All an outstanding Loan, the Bank shall apply the proceeds of such payments new Loan to the payment of the principal to be repaid and only an amount equal to the difference between the principal to be borrowed and the principal to be repaid shall be made available by the Bank to Borrower as provided in Section 2.04 or paid by Borrower to the LC Issuer at its Payment Account, except as otherwise expressly provided in the relevant Credit Document, and except that payments Bank pursuant to this Section 8.03 and Article VII 4.04, as the case may be. (c) The Bank may (but shall not be obligated to) debit the amount of any such payment which is not made directly by the time specified in Section 4.04(a) to any ordinary deposit account of Borrower with the Bank. Borrower shall, at the time of making each payment under this Agreement or the Note, specify to the Persons entitled theretoBank the principal or other amount payable by Borrower under this Agreement. If Borrower fails to so specify, the payment will be applied first to interest and then to principal, unless a Default or Event of Default has occurred and is continuing, in which case the Bank may apply such payment as it may elect in its sole discretion. If the due date of any payment hereunder shall be due under this Agreement or the Note would otherwise fall on a day that which is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Banking Day, the such date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Banking Day (as applicable) and, in the case of any payment accruing interest, and interest thereon shall be payable for any principal so extended for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder in respect of such Letters of Credit, and (ii) second, to pay such unreimbursed LC Disbursements then due hereunder.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, interest, fees, amounts or under Article VII subsections 2.1H, 2.3 or 2.5, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m.12:00 noon, New York City eastern standard time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerBank, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Bank at such of its Payment Account, except offices as otherwise expressly provided in shall be notified to the relevant Credit Document, parties from time to time and except that payments pursuant to Section 8.03 subsections 9.2 and Article VII 9.3 shall be made directly to the Persons entitled thereto. The Bank shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Bank to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder hereunder, ratably among the parties entitled thereto in respect accordance with the amounts of interest and fees then due to such Letters of Creditparties, and (ii) second, to pay such unreimbursed LC Disbursements principal then due hereunder.

Payments Generally. (a) Amounts prepaid on account of the Loans may not be reborrowed. The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, interest or fees, or of amounts payable under Article VII Section 2.12, 2.13 or 2.14, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountdesignated office, except as otherwise expressly provided in the relevant Credit Document, and except that payments pursuant to Section 8.03 Sections 2.12, 2.13, 2.14 and Article VII 9.03 shall be made directly to the Persons entitled thereto. The Lender shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder or under any Loan Document shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or prepayments of any Loan shall be made in Dollars and all other payments under any other Credit each Loan Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder hereunder, ratably among the parties entitled thereto in respect accordance with the amounts of interest and fees then due to such Letters of Creditparties, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Payments Generally. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, feesor of amounts payable under Section 2.12, amounts under Article VII 2.13 or 2.14, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerLender, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Lender at its Payment Accountoffices at 00 Xxxxxxxxx Xxxxx Xxxxxxxxx, except as otherwise expressly provided in the relevant Credit DocumentAlbany, and except that payments pursuant to Section 8.03 and Article VII shall be made directly to the Persons entitled theretoNew York 12211. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in Dollarsdollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Lender to pay fully all amounts of principal, unreimbursed LC Disbursements in respect of Letters of Credit or Disbursements, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder in respect of such Letters of Credithereunder, and (ii) second, to pay such towards payment of principal and unreimbursed LC Disbursements then due hereunder.

Payments Generally. PRO RATA TREATMENT; SHARING OF SET-OFFS. (a) The Obligors Borrower shall make or cause to be made each payment required to be made by them it hereunder (whether reimbursement of LC Disbursementsprincipal, feesinterest or fees or under Sections 2.9, amounts under Article VII 2.10 or 2.11, or otherwise) or under any other Credit Document (except prior to the extent otherwise provided therein) not later than 2:00 1:00 p.m., New York City Boston, Massachusetts time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the LC IssuerAgent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer Agent at its Payment Accountoffices in Boston, except as otherwise expressly provided in the relevant Credit DocumentMassachusetts, and except that payments pursuant to Section 8.03 Sections 2.9, 2.10, 2.11 and Article VII 11.3 shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof (subject to the provisions of Subsections 2.3(c) and 2.3(d) hereof), and the Borrower shall have no liability in the event timely or correct distribution of such payments is not so made. If any payment hereunder shall be due on a day that is not a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder or under any other Credit Document shall be made in DollarsU.S. dollars. (b) If at any time insufficient funds are received by and available to the LC Issuer Agent to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunderhereunder under any circumstances, including, without limitation during, or as a result of the exercise by the Agent or the Lenders of remedies under the Loan Documents and applicable law, such funds shall be applied (i) first, to pay interest and fees then due hereunder hereunder, ratably among the parties entitled thereto in respect accordance with the amounts of interest and fees then due to such Letters of Creditparties, and (ii) second, to obligations with respect to Hedging Agreements entered into by a Lender or an Affiliate of a Lender, in each case regardless of whether such funds are the proceeds of Collateral that is security for less than all of the Term Loans. (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loan (other than pursuant to Sections 2.10 or 2.11), resulting in such Lender receiving payment of a greater proportion of the aggregate principal amount of its Term Loan and accrued interest thereon than the proportion of such amounts received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of the other Lenders to the extent necessary so that the benefit of such payments shall be shared by all the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; PROVIDED that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such unreimbursed LC Disbursements Lender shall pay its pro rata share of such interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loan to any assignee or participant, other than to any Credit Party or any Affiliate of a Credit Party (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. (d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders entitled thereto (the "APPLICABLE RECIPIENT") hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Applicable Recipient the amount due. In such event, if the Borrower has not in fact made such payment, then due hereundereach Applicable Recipient severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Applicable Recipient with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the Federal Funds Effective Rate. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.3(c) or 2.3(d), then the Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid.

Payments Generally. (a) The Obligors shall make or cause to be made each Each payment required to be made by them the Borrower hereunder (whether reimbursement of LC Disbursementsprincipal, feesinterest, amounts under Article VII fees or otherwise) or under any other Credit Document (except amount) shall be made to the extent otherwise provided thereinAdministrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) not later than 2:00 prior to 5:00 p.m., New York City time, on the date when due, in Dollars in immediately available funds, without set-off condition or deduction for any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the LC IssuerAdministrative Agent, be deemed to have been received on the next succeeding Domestic Business Day for purposes of calculating interest thereon. All such payments shall be made to the LC Issuer account of the Administrative Agent (account number 0000000 00) at its Payment AccountDresdner Bank AG, except New York and Grand Cayman Branches) or such other account as otherwise expressly provided may hereafter be designated by the Administrative Agent in writing. The Administrative Agent shall distribute any such payments received by it for the relevant Credit Document, and except that payments pursuant to Section 8.03 and Article VII shall be made directly account of any other Person to the Persons entitled thereto. appropriate recipient promptly upon receipt thereof, in like funds as received. (b) If any payment hereunder shall to be made by the Borrower under any Loan Document becomes due and payable on a day that is not other than a Domestic Business Day or Euro-Dollar Business Day (as applicable)Day, the date for payment shall be extended to the next succeeding Domestic or Euro-Dollar Business Day (as applicable) andDay, in the case and such extension of any payment accruing interest, interest thereon time shall be payable for the period of such extension. All payments hereunder reflected in computing interest or under any other Credit Document shall be made in Dollarsfees. (bc) If at any time insufficient funds are received by and available to the LC Issuer Administrative Agent to pay fully all amounts of unreimbursed LC Disbursements in respect of Letters of Credit or principal, interest thereon and fees then due hereunder, such funds shall be applied (i) first, to pay towards payment of interest and fees then due hereunder hereunder, ratably among the parties entitled thereto in respect accordance with the amounts of interest and fees then due to such Letters of Creditparties, and (ii) second, to pay such unreimbursed LC Disbursements towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.