General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan Documents shall be made to Administrative Agent for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable, at the Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day prior to ​ at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after ​ on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest on the Notes shall become due and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business

General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan Documents shall be made to Administrative Agent for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable, at the Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day prior to ​12:00 noon at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after ​12:00 noon on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest on the Notes shall become due and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment. Administrative Agent is hereby authorized upon notice to Borrower to charge the account of Borrower maintained with Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder. To the extent that any Loan payment procedures set forth in this Article 2 conflict with the terms and provisions of any Sweep Agreement then in effect, the terms and provisions of such Sweep Agreement shall control.

be made to Administrative Agent for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable, at the Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day prior to ​12:00 noon at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after ​12:00 noon on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest on the Notes shall become due and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment. Administrative Agent is hereby authorized upon notice to Borrower to charge the account of Borrower maintained with Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder. To the extent that any Loan payment procedures set forth in this Article 2 conflict with the terms and provisions of any Sweep Agreement then in effect, the terms and provisions of such Sweep Agreement shall control.

General. All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement andshall be made without condition or deduction for any counterclaim, defense, recoupment or setoff, but without waiver thereof. Except as otherwise expressly provided herein, all payments by the other Loan DocumentsBorrower hereunder shall be made to the Administrative AgentAgent, for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable,respective Lenders to which such payment is owed, at the PrincipalAdministrative Agent’s Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds untilnot later than 2:00 p.m. on the required amount is actuallydate specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day priorwire transfer to 12:00 noon at such place of payment shall be credited prior to the close of business on the Business Day received, whileLender’s Lending Office. All payments received by the Administrative Agent on a day other than a Business Day or after 12:2:00 noonp.m. shall be deemed received on a Business Day shall not be credited until the next succeeding Business Day.Day and any applicable interest or fee shall continue to accrue. If any payment of principal or interest onto be made by the NotesBorrower shall becomecome due and payable on a day other than a Business Day, then such payment shall be made on the next succeedingfollowing Business Day (unless otherwise expressly provided herein), and such extension of time shall be reflected in computing interest or fees, as the case may be.

General. All payments of principal, interest, and other amounts to be made by the Borrower under this Agreementshall 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 principal of and interest on Loans denominated in an Alternative Currency, all payments by the other Loan DocumentsBorrower hereunder shall be made to the Administrative AgentAgent, for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable,respective Lenders to which such payment is owed, at the PrincipalAdministrative Agent’s Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim,in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and free and clearinterest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of all taxesthe respective Lenders to which such payment is owed, at the timeapplicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the manner providedApplicable Time specified by the Administrative Agent on the dates specified herein. PaymentsWithout limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by check or draftany Law from making any required payment hereunder in an Alternative Currency, such Borrower shall not constitutemake such payment in immediately availableDollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds until the required amount is actuallyas received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day priorwire transfer to 12:00 noon at such place of payment shall be credited prior to the close of business on the Business Day received, whileLender’s Lending Office. All payments received by the Administrative Agent on a day other than a Business Day# after 2:00 p.m., in the case of payments in Dollars, or # after 12:00 noonthe Applicable Time specified by the Administrative Agent, in the case of payments in an Alternative Currency, shall in each case be deemed received on a Business Day shall not be credited until the next succeeding Business Day. IfDay and any applicable interest or fee shall continue to accrue. Subject to [Section 2.07(a)] and as otherwise specifically provided for in this Agreement, if any payment of principal or interest onto be made by the NotesBorrower shall becomecome due and payable on a day other than a Business Day, then such payment shall be made on the next succeedingfollowing Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan DocumentsBorrowers 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 shall be made to the Administrative AgentAgent, for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable,respective Lenders to which such payment is owed, at the PrincipalAdministrative Agent’s Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds untilnot later than ​ on the required amount is actuallydate specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated forwire transfer to such Lender’s Lending Office; provided that any such payment on a Business Day prior to 12:00 noon at such place of payment shall be credited priorshall, to the close of business onextent distributed after the Business Day received, whilefollowing the Administrative Agent’s receipt thereof, be accompanied by interest on such payment amount (payable by the Administrative Agent) calculated at the Federal Funds Rate commencing as of the date which is two (2) days following the Business Day following the Administrative Agent’s receipt of such payment through the date on which the Administrative Agent makes such payment to the applicable Lender(s). All payments received by the Administrative Agent on a day other than a Business Day or after 12:00 noon​ shall be deemed received on a Business Day shall not be credited until the next succeeding Business Day.Day and any applicable interest or fee shall continue to accrue. If any payment of principal or interest onto be made by the NotesBorrowers shall becomecome due and payable on a day other than a Business Day, then such payment shall be made on the next succeedingfollowing Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreement and the other Loan DocumentsBorrowers 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 shall be made to the Administrative AgentAgent, for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable,respective Lenders to which such payment is owed, at the PrincipalAdministrative Agent’s Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds untilnot later than 2:00 p.m. on the required amount is actuallydate specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated forwire transfer to such Lender’s Lending Office; provided that any such payment on a Business Day prior to 12:00 noon at such place of payment shall be credited priorshall, to the close of business onextent distributed after the Business Day received, whilefollowing the Administrative Agent’s receipt thereof, be accompanied by interest on such payment amount (payable by the Administrative Agent) calculated at the Federal Funds Rate commencing as of the date which is two (2) days following the Business Day following the Administrative Agent’s receipt of such payment through the date on which the Administrative Agent makes such payment to the applicable Lender(s). All payments received by the Administrative Agent on a day other than a Business Day or after 12:2:00 noonp.m. shall be deemed received on a Business Day shall not be credited until the next succeeding Business Day.Day and any applicable interest or fee shall continue to accrue. If any payment of principal or interest onto be made by the NotesBorrowers shall becomecome due and payable on a day other than a Business Day, then such payment shall be made on the next succeedingfollowing Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

All payments of principal, interest, and other amounts(including prepayments) to be made by the Borrower under this Agreement and the other Loan Documentshereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, Local Time, on the due date thereof to the Administrative AgentAgent, for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of​, at the applicable Lenders, as applicable, at the Principal OfficeFunding Office, in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received byfunds. The Administrative Agent shall distribute such payments to ​ promptly upon receipt in full. Payments in immediately availablelike funds received by Administrative Agent in the place designated for payment on a Business Day prior to ​ at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after ​ on a Business Day shall not be credited until the next succeeding Business Day.as received. If any payment of principal or interesthereunder (other than payments on the Notes shall becomeLIBOR Loans) becomes due and payable on a day other than a Business Day, thensuch payment shall be extended to the next succeeding Business Day. If any payment on a LIBOR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the next succeeding Businessimmediately preceding

. (a) General. All payments of principal, interest, and other amounts to be made by Borrower under this Agreementthe Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff (other than with respect to Taxes which shall be governed solely by Section 3.01). Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the other Loan DocumentsBorrowers hereunder shall be made to the Administrative AgentAgent, for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts ofrespective ​ to which such payment is owed, at the applicable Lenders, as applicable, at the PrincipalAdministrative Agent’s Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim,in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and free and clearinterest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of all taxesthe respective ​ to which such payment is owed, at the timeapplicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than 12:00 noon on the manner provideddates specified herein. PaymentsIf, for any reason, any Borrower is prohibited by check or draftany Law from making any required payment hereunder in an Alternative Currency, such Borrower shall not constitutemake such payment in immediately availableDollars in the Dollar Equivalent of the Alternative Currency 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 until the required amount is actuallyas received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day priorwire transfer to 12:00 noon at such place of payment shall be credited prior to the close of business on the Business Day received, whileLender’s Lending Office. All payments received by the Administrative Agent on a day other than a Business Day# after 2:00 p.m., in the case of payments in Dollars, or # after 12:00 noon on a Business Dayin the case of payments in an Alternative Currency, shall notin each case be credited untildeemed received on the next succeeding Business Day.Day and any applicable interest or fee shall continue to accrue. If any payment of principal or interest on the Notesto be made by any Borrower shall becomecome due and payable on a day other than a Business Day, then such payment shall be made on the next succeedingfollowing Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

General.Payments Generally. All payments and prepayments to be made in respect of principal, interest, fees referred to in [Section 2.5] or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of [[Organization A:Organization]] to which they are owed, in each case in U.S. Dollars and in immediately available funds. The Administrative Agent shall promptly distribute such amounts to the applicable [[Organization A:Organization]] in immediately available funds. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Term Loans and other amounts to be made by Borrowerowing under this Agreement and the other Loan Documents shall be made to Administrative Agent for the account of Administrative Agent, L/C Issuer or Swing Line Lender or the pro rata accounts of the applicable Lenders, as applicable, at the Principal Office in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time and in the manner provided herein. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Administrative Agent in full. Payments in immediately available funds received by Administrative Agent in the place designated for payment on a Business Day prior to 12:00 noon at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Administrative Agent on a day other than a Business Day or after 12:00 noon on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest on the Notes shall become due and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business deemed an “account stated.”