Common use of Payments; Computations and Statements Clause in Contracts

Payments; Computations and Statements. The Borrower will make each payment under this Agreement not later than 12:00 noon (Cincinnati time) on the due date thereof at the office of the Administrative Agent in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrower in writing) for the benefit of the Agent Parties and Lenders entitled thereto. All payments received by the Administrative Agent after 12:00 noon (Cincinnati time) on any Business Day will be credited against the applicable Obligation on the next succeeding Business Day. All payments shall be made by the Borrower without set‑off, counterclaim, deduction or other defense to the Administrative Agent. All such payments shall be made in Dollars, in immediately available funds at the place of payment, in each case without set‑off or counterclaim. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest on Loans to the Lenders and like funds relating to the payment of any other amount payable to any Agent Party or any Lender to such Agent Party or such Lender, in each case to be applied in accordance with the terms of this Agreement. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, except in the case of any LIBOR Rate Loan as otherwise provided in the definition of “Interest Period.” All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Borrower Borrowers will make each payment under this Agreement not later than 12:00 noon 1:00 p.m. (Cincinnati New York time) on the due date thereof at the office day when due, in lawful money of the Administrative Agent United States of America and in Cincinnatiimmediately available funds, Ohio (or such other location as to the Administrative Agent may designate to the Borrower in writing) for the benefit of the Agent Parties and Lenders entitled theretoAgent’s Account. All payments received by the Administrative Agent after 12:00 noon 1:00 p.m. (Cincinnati New York time) on any Business Day will shall, in the Administrative Agent’s discretion, be credited against the applicable Obligation deemed received on the next succeeding Business Day. All payments Day and any applicable interest or fee shall be made by the Borrower without set‑off, counterclaim, deduction or other defense continue to the Administrative Agent. All such payments shall be made in Dollars, in immediately available funds at the place of payment, in each case without set‑off or counterclaimaccrue. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or and interest on Loans ratably to the Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Agent Party or any Lender to such Agent Party or such Lender, in each case to be applied in accordance with the terms of this Agreement. All payments shall be made by the Borrowers without set-off, counterclaim, deduction or other defense to the Agents and the Lenders. Whenever any payment to be made under any such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be; 91 #97889169v6 provided, except however, that if such extension would cause payment of interest on or principal of SOFR Loans to be made in the case of any LIBOR Rate Loan as otherwise provided in next succeeding calendar month, such payment shall be made on the definition of “Interest Period.” immediately preceding Business Day. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error. (b) Unless the Administrative Agent shall have received notice from the Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders, the amount due. In such event, if the Borrowers did not in fact make such payment, then each of the applicable Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.