All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of Lenders, at Agent’s address and shall be made in Dollars and in immediately available funds, no later than 1:00 p.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 1:00 p.m. (New York, New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to AgentAgent’s Account for the account of Lenders, at Agent’s addressthe Lender Group and shall be made in Dollars and in immediately available funds, no later than 1:0030 p.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 1:0030 p.m. (New York, New York time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue.accrue until such following Business Day.

All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to AgentAgent’s Account for the account of Lenders, at Agent’s addressthe Lender Group and shall be made in Dollars and in immediately available funds, no later than 1:2:00 p.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 1:2:00 p.m. (New York, New York time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue.accrue until such following Business Day.

All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by BorrowersBorrower shall be made to AgentAgent's Account for the account of Lenders, at Agent’s addressthe Lender Group and shall be made in Dollars and in immediately available funds, no later than 1:0030 p.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 1:0030 p.m. (New York, New York time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue.accrue until such following Business Day.

All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowersany Borrower or Guarantor shall be made to Agent Payment Account for the account of Lenders, at Agent’s addressthe Lender Group and shall be made in Dollars and in immediately available funds, no later than 1:2:00 p.m. (New York, New York(Eastern time) on the date specified herein. Any payment received by Agent later than 1:2:00 p.m. (New York, New York(Eastern time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.accrue until such following Business Day.

All payments to be made by Borrowersthe Borrower shall be made without set-off,condition or deduction for any counterclaim, defense, recoupment or counterclaim.setoff. Except as otherwise expressly provided herein, all payments by Borrowersthe Borrower hereunder shall be made to Agentthe Administrative Agent, for the account of Lenders,the Lenders to which such payment is owed, at the applicable Administrative Agent’s address and shall be madeOffice in Dollars and in immediately available funds, noSame Day Funds not later than 1:12:00 p.m. (New York,noon, New York time)City time, on the date specified herein. AnyThe Administrative Agent will promptly distribute to each Appropriate 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 later than 1:after 12:00 p.m. (New York,noon, New York time) shallCity time, may in each case be deemed to have been received on the followingnext succeeding Business DayDay, in the Administrative Agent’s sole discretion, and any applicable interest or fee shall continue to accrue.

All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expresslyspecifically provided herein, all payments by Borrowersunder this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of Lenders,the Lenders entitled thereto, not later than 2:00 p.m. (New York City time), in each case, on the date when due and shall be made in immediately available funds at Agent’the Administrative Agent’s address andOffice or at such other office as the Administrative Agent shall specify for such purpose by notice to the Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in Dollars and all other payments under each Loan Document shall, unless otherwise specified in immediately available funds, no later than 1:such Loan Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York, New York City time) or, otherwise, on the date specified herein. Anynext Business Day) like funds relating to the payment received by Agent later than 1:00 p.m. (New York, New York time) shall be deemedof principal or interest ratably to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.Lenders entitled thereto.

7.1Making of Payments. All payments toof principal or interest on the Note(s), and of all fees, shall be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be madeBorrower to Agent for the account of Lenders, at Agent’s address and shall be made in Dollars and in immediately available funds, nofunds at the office specified by Agent not later than 1:00 p.m. (New York, New York time)noon, Chicago time, on the date specified herein. Any paymentdue; and funds received by Agent later than 1:00 p.m. (New York, New York time)after that hour shall be deemed to have been received by Agent on the following Business Day and any applicable interestDay. Subject to [Section 2.6], Agent shall promptly remit to each Lender its share of all such payments received in collected funds by Agent for the account of such Lender. All payments under [Section 8.1] shall be made by Borrower directly to the Lender entitled thereto without setoff, counterclaim or fee shall continue to accrue.other defense.

All payments to be made by Borrowersany of the Borrower Parties shall be made without set-off,condition or deduction for any counterclaim, defense, recoupment or counterclaim.setoff. Except as otherwise expressly provided herein, all payments by Borrowersany Borrower Party hereunder shall be made to Agentthe Administrative Agent, for the account of Lenders,the respective Lenders to which such payment is owed, at the Administrative Agent’s address and shall be madeOffice in Dollars and in immediately available funds, nofunds not later than 1:2:00 p.m. (New York, New York time), Eastern time, on the date specified herein. AnyThe 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 Lending Office. All payments received by the Administrative Agent later than 1:after 2:00 p.m. (New York, New York time), Eastern time, shall be deemed to have been received on the followingnext succeeding Business Day and any applicable interest or fee shall continue to accrue.

All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expresslyspecifically provided herein, all payments by Borrowersunder this Note and the other Loan Documents shall be made to Agent forLender not later than 2:00 p.m., New York City time, on the account of Lenders, at Agent’s addressdate when due, and shall be made in Dollars andlawful money of the United States of America in federal or other immediately available funds, no later than 1:00 p.m. (New York, New York time) on the datefunds to an address specified herein. Any paymentto Borrower by Lender in writing, and any funds received by Agent later than 1:00 p.m. (New York, New York time)Lender after such time, for all purposes hereof, shall be deemed to have been receivedpaid on the followingnext succeeding Business Day and any applicable interest or fee shall continue to accrue.Day.