Common use of When Payments Due Clause in Contracts

When Payments Due. (i) Each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loan, fees, and any other amount owed to any member of the Lender Group under this Agreement or the other Loan Documents shall be made not later than 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Account, for the account of the Lenders or the Administrative Agent, as the case may be, in Dollars in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent after 2:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Lenders accordingly. (ii) Except as provided in the definition of Eurodollar Advance Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender to the Administrative Agent hereunder: and SECOND, to such Lender.

When Payments Due. (i) Each payment (including any prepayment) by the Borrower on account of the principal of or interest on the LoanTerm Loans, fees, and any other amount owed to the Agent or any member of the Term Lender Group under this Agreement or the other Loan Documents shall be made not later than 2:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or any other Loan Document to an account designated, in writing, by the Administrative Agent Accountto the Borrower, for the account of the Term Lenders or the Administrative Agent, as the case may be, in Dollars in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent after 2:00 p.m. (New York, New York time) shall may in the Agent’s discretion be deemed received on the next Business Day. In the case of a payment for the account of a Term Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Term Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Term Lenders accordingly. (ii) [Reserved]. (iii) Except as provided in the definition of Eurodollar Advance Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Term Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Term Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the Term 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Term Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Term Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Term Lender to the Administrative Agent hereunder: and SECOND, to such Term Lender.

When Payments Due. (ia) Each Except as expressly set forth in this Agreement, each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loan, fees, Loans and any other amount owed to any member Lenders on account of the Lender Group under this Agreement or the other Loan Documents Obligations shall be made not later than 2:00 p.m. 11:00 a.m. (New York, New York California time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Account, for the account in lawful money of the Lenders or the Administrative Agent, as the case may be, in Dollars United States and in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent on a day that is not a Business Day or after 2:00 p.m. 11:00 a.m. (New York, New York California time) on a Business Day, shall be deemed received on the next Business Day. In the case The amount of a payment all payments received by Administrative Agent for the account of each Lender shall be immediately paid by Administrative Agent to the applicable Non-Defaulting Lender in immediately available funds and, if such payment was received by Administrative Agent by 11:00 a.m., California time, on a LenderBusiness Day and not so made available to the account of a Lender on that Business Day, Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. The amount of all payments received by the Administrative Agent for the account of any Defaulting Lender shall be held in trust by the Administrative Agent for the benefit of such Defaulting Lender until such time as such Defaulting Lender shall cease to be a Defaulting Lender under this Agreement, at which time, the Administrative Agent will promptly thereafter distribute the amount so received in like funds shall pay over such amounts (without interest) to such Lender. If All payments shall be made in lawful money of the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Lenders accordinglyUnited States of America. (iib) Except as provided in the definition of Eurodollar Advance Period, if If any payment under this Agreement or on any other Loan Document shall be Obligation is specified to be made on upon a day which that is not a Business Day, it shall (subject to the provisions of the LIBOR Loan Period which may require payment by one (1) earlier Business Day) be deemed to be specified to be made on the next succeeding day which that is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender to the Administrative Agent hereunder: and SECOND, to such Lender.

When Payments Due. (i) Each Except as otherwise set forth herein, each payment (including any prepayment) by the Borrower on account of the principal of or interest on the LoanLoans, fees, and any other amount owed to any member of the Lender Group under this Agreement or the other Loan Documents shall be made not later than 2:00 1:00 p.m. (New YorkAtlanta, New York Georgia, time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Accountat the Payment Office, for the account of the Lenders Lenders, the Issuing Bank, or the Administrative Agent, as the case may be, in Dollars in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent after 2:00 1:00 p.m. (New YorkAtlanta, New York Georgia, time) shall be deemed received on the next Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. In the case of a payment for the account of the Issuing Bank, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to the Issuing Bank. In the case of a payment for the Swingline Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to the Swingline Lender. If the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Lenders accordingly. (ii) Except as provided in the definition of Eurodollar Advance Interest Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender to the Administrative Agent hereunder: and SECOND, to such Lender.

When Payments Due. (i) Each payment (including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the LoanLoans, fees, and any other amount owed to any member of the Lender Group under this Agreement or the other Loan Documents shall be made not later than 2:00 p.m. (New YorkCharlotte, New York North Carolina time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Accountat the Administrative Agent’s Office, for the account of the Lenders Lenders, the Issuing Banks or the Administrative Agent, as the case may be, in U.S. Dollars without setoff, deduction or counterclaim in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent after 2:00 p.m. (New YorkCharlotte, New York North Carolina time) shall be deemed received on the next Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. In the case of a payment for the account of any Issuing Bank, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Issuing Bank. If the Administrative Agent shall not have NAI-1536628076v4 received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the Lenders accordingly. (ii) . Except as provided in the definition of Eurodollar Advance Interest Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. . No Deduction. Unless otherwise required by Applicable Law, any and all payments of principal and interest, fees, indemnity or expense reimbursements, and any other amounts by any Credit Party hereunder or under any other Loan Documents (the “Credit Party Payments”) shall be made without setoff or counterclaim and free and clear of and without deduction or withholding of any Taxes, and all interest, penalties or similar liabilities with respect thereto, excluding (1) Taxes imposed on, or measured by, net income (however denominated), franchise taxes, branch profits taxes of any Recipient (i) Unless by the jurisdiction under the laws of which such Recipient is organized, or in which such Recipient has its principal office, or applicable lending office in the case of a Lender, located, or any political subdivision thereof, or (ii) that are Other Connection Taxes, (2) Taxes attributable to such Recipient’s failure to comply with Section 2.8(b)(vi), (3) Taxes or additional amounts described in Section 2.8(b)(vii), and (4) any withholding taxes imposed under FATCA (all such excluded Taxes “Excluded Taxes” and all such nonexcluded Taxes, excluding any Other Taxes, collectively or individually imposed on or with respect to any Credit Party Payments “Indemnified Taxes”). If any applicable withholding agent shall be required to deduct any Indemnified Taxes from or in respect of any Credit Party Payments payable to any Recipient hereunder or under any other Loan Document, (i) the sum payable by the applicable Credit Party shall be increased by the additional amount necessary so that after making all required deductions or withholdings in respect of Indemnified Taxes (including deductions applicable to additional sums payable under this Section 2.8(b)(i)), such Recipient shall receive an amount equal to the sum it would have received had no such deductions in respect of Indemnified Taxes been made, (ii) the applicable withholding agent shall be entitled to make such deductions or withholdings, and (iii) the applicable withholding agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law. In addition, the Credit Parties shall pay to the relevant Governmental Authority in accordance with Applicable Law any current or future stamp or documentary intangible, recording, filing or similar Taxes, charges or levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document, excluding any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment pursuant to Section 11.6) (such taxes being “Other Taxes”). The Credit Parties shall indemnify each Recipient for the full amount of Indemnified Taxes and Other Taxes with respect to Credit Party Payments paid or payable by such Person, and any liability (including penalties, interest and expenses (including reasonable attorney’s fees and expenses)) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes NAI-1536628076v4 were correctly or legally asserted by the relevant Governmental Authority. A certificate setting forth and containing an explanation in reasonable detail of the manner in which such amount shall have been determined and the amount of such payment or liability prepared by a member of the Lender Group or the Administrative Agent on its behalf, absent manifest error, shall be final, conclusive and binding for all purposes. Such indemnification shall be made within thirty (30) days after the date the Administrative Agent or such member, as the case may be, makes written demand therefor. Each Lender and Issuing Bank shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any taxes attributable to such Lender or Issuing Bank (but only to the extent that a Credit Party has not already indemnified the Administrative Agent for such taxes and without limiting the obligation of any Credit Party to do so) and (ii) any other taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall have received notice from be conclusive absent manifest error. Each Lender and Issuing Bank hereby authorizes the Borrower prior Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document or otherwise payable by the Administrative Agent to the date on which Lender or Issuing Bank from any payment is other source against any amount due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount dueunder this paragraph (iv). In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding As soon as practicable after the date of any payment of Indemnified Taxes or Other Taxes by a Credit Party to the relevant Governmental Authority, the applicable Credit Party will deliver to the Administrative Agent, at its address, the original or a certified copy of a receipt issued by such Governmental Authority evidencing payment thereof or other evidence of such payment reasonably satisfactory to the Administrative Agent. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate determined of withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrowers or the Administrative Agent to represent its determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in this Section 2.8(b)(vi)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of overnight such Lender. On or shortprior to the Agreement Date (or, in the case of any Lender that becomes a party to this 77 NAI-1536628076v4 Agreement pursuant to an Assignment and Acceptance, on or prior to the effective date of such Assignment and Acceptance), each Lender which is organized in a jurisdiction other than the United States or a political subdivision thereof (a “Foreign Lender”) shall provide each of the Administrative Agent and the Borrowers with either (A) two (2) properly executed originals of IRS Form W-8ECI, IRS Form W-8BEN-term funds E, or IRS Form W-8BEN (which determination shall or any successor forms) or other documents satisfactory to the Borrowers and the Administrative Agent, as the case may be, certifying (1) as to such Foreign Lender’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be conclusive absent manifest errormade to such Foreign Lender hereunder and under any other Loan Documents or Bank Products Documents or (2) that all payments to be made to such Foreign Lender hereunder and under any other Loan Documents and Bank Products Documents are subject to such taxes at a rate reduced by an applicable tax treaty, or (B)(1) a certificate executed by such Lender certifying that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and that such ▇▇▇▇▇▇ qualifies for the portfolio interest exemption under Section 881(c) of the Code, and (2) two (2) properly executed originals of Internal Revenue Service IRS Form W-8BEN-E or IRS Form W-8BEN (or any successor form). (ii) , in each case, certifying such ▇▇▇▇▇▇’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made hereunder or under any other Loan Documents or Bank Products Documents. To the extent a Foreign Lender is not the beneficial owner with respect to all payments to be made to such Foreign Lender hereunder and under any other Loan Documents or Bank Products Documents, such Foreign Lender has failed to pay shall provide each of the Administrative Agent any amount required to be paid and the Borrowers with executed copies of Form W-8IMY, accompanied by it pursuant to this Agreement within ten IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, IRS Form W-9, and other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide certification documents on behalf of each such direct and indirect partner. Each Lender that is a United States person (10as defined in Section 7701(a)(30) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwiseCode) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender deliver to the Administrative Agent hereunder: and SECONDthe Borrowers executed originals of IRS Form W-9 certifying that such lender is exempt from backup withholding tax. Each Lender agrees to provide the Administrative Agent and the Borrowers with new forms prescribed by the Internal Revenue Service upon the expiration or obsolescence of any previously delivered form, or after the occurrence of any event requiring a change in the most recent forms delivered by it to the Administrative Agent and the Borrowers. In addition, if a payment made to a Lender, Administrative Agent, or Issuing Bank (and, in each case, any financial institution through which any payment is made subject to such recipient) under any Loan Document would be subject to United States federal withholding imposed by FATCA if such Lender, Administrative Agent, or Issuing Bank were to fail to comply with the applicable reporting requirements of FATCA, such Lender, Administrative Agent, or Issuing Bank shall deliver to the Administrative Agent and the Borrowers such forms or other documents as shall be prescribed by Applicable Law, if any, or as otherwise reasonably requested, as may be necessary for the Administrative Agent or the Borrowers, as applicable, to determine that such payment is exempt from withholding under FATCA. NAI-1536628076v4 The Credit Parties shall not be required to indemnify any Lender., or to pay any additional amounts to such Lender pursuant to Section 2.8(b)(i) or (b)(iii) above to the extent that (A) the obligation to withhold amounts with respect to United States Federal withholding tax existed on the date such Lender became a party to this Agreement (or, in the case of a transferee, on the effective date of the Assignment and Acceptance pursuant to which such transferee became a Lender) or, with respect to payments to a new lending office, the date such Lender designated such new lending office; provided, however, that this clause (A) shall not apply to any Foreign Lender that became a Lender or new lending office that became a new lending office as a result of an assignment or designation made at the request of the Borrowers; and provided further, however, that this clause (A) shall not apply to the extent the indemnity payment or additional amounts, if any, that any member of the Lender Group through a new lending office would be entitled to receive (without regard to this clause (A)) do not exceed the indemnity payment or additional amounts that the Person making the assignment or transfer to such member of the Lender Group making the designation of such new lending office would have been entitled to receive in the absence of such assignment, transfer or designation or (B) the obligation to pay such additional amounts or such indemnity payments would not have arisen but for a failure by such member of the Lender Group to comply with the provisions of Section 2.8(b)(vi) above. If any party determines, in its sole discretion exercised in good faith, that it has received a refund, credit or deduction of any Taxes (a “Tax Benefit”) as to which it has been indemnified pursuant to this Section 2.8(b) (including by the payment of additional amounts), it shall pay to the indemnifying party an amount equal to such Tax Benefit (but only to the extent of indemnity payments made under this Section 2.8(b) with respect to the Taxes giving rise to such Tax Benefit), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such Tax Benefit). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (viii) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such Tax Benefit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (viii), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (viii) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such Tax Benefit had not been paid and the indemnification payments or additional amounts with respect to such tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that is deems confidential) to the indemnifying party or any other Person. Nothing contained in this Section 2.8(b) shall require any member of the Lender Group to make available to any Credit Party any of its tax returns (or any other information) that it deems confidential or proprietary. Reimbursement. Whenever any member of the Lender Group shall sustain

When Payments Due. (i) Each Except as expressly set forth in this Agreement, each payment (including any prepayment) by the Borrower on account of the principal of or interest on the Loan, fees, Loans and any other amount owed to any member Lenders on account of the Lender Group under this Agreement or the other Loan Documents Obligations shall be made not later than 2:00 p.m. 11:00 a.m. (New York, New York California time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Account, for the account in lawful money of the Lenders or the Administrative Agent, as the case may be, in Dollars United States and in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent on a day that is not a Business Day or after 2:00 p.m. 11:00 a.m. (New York, New York California time) on a Business Day, shall be deemed received on the next Business Day. In the case The amount of a payment all payments received by Administrative Agent for the account of each Lender shall be immediately paid by Administrative Agent to the applicable Non-Defaulting Lender in immediately available funds and, if such payment was received by Administrative Agent by 11:00 a.m., California time, on a LenderBusiness Day and not so made available to the account of a Lender on that Business Day, Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. The amount of all payments received by the Administrative Agent for the account of any Defaulting Lender shall be held in trust by the Administrative Agent for the benefit of such Defaulting Lender until such time as such Defaulting Lender shall cease to be a Defaulting Lender under this Agreement, at which time, the Administrative Agent will promptly thereafter distribute the amount so received in like funds shall pay over such amounts (without interest) to such Lender. If All payments shall be made in lawful money of the Administrative Agent shall not have received any payment from the Borrower as and when due, the Administrative Agent will promptly notify the Lenders accordinglyUnited States of America. (ii) Except as provided in the definition of Eurodollar Advance Period, if If any payment under this Agreement or on any other Loan Document shall be Obligation is specified to be made on upon a day which that is not a Business Day, it shall (subject to the provisions of the LIBOR Loan Period which may require payment by one (1) earlier Business Day) be deemed to be specified to be made on the next succeeding day which that is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender to the Administrative Agent hereunder: and SECOND, to such Lender.

When Payments Due. (i) Each payment (including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the LoanLoans, fees, and any other amount owed to any member of the Lender Group under this Agreement or the other Loan Documents shall be made not later than 2:00 1:00 p.m. (New YorkAtlanta, New York Georgia, time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Accountat the Administrative Agent’s Office, for the account of the Lenders Lenders, the Issuing Bank or the Administrative Agent, as the case may be, in U.S. Dollars without setoff, deduction or counterclaim in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent after 2:00 1:00 p.m. (New YorkAtlanta, New York Georgia, time) shall be deemed received on the next Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. In the case of a payment for the account of the Issuing Bank, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to the Issuing Bank. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the Lenders accordingly. (ii) Except as provided in the definition of Eurodollar Advance Interest Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender to the Administrative Agent hereunder: and SECOND, to such Lender.

When Payments Due. (i) Each payment (including any prepayment) by the Borrower Borrowers on account of the principal of or interest on the LoanLoans, fees, and any other amount owed to any member of the Lender Group under this Agreement or the other Loan Documents shall be made not later than 2:00 1:00 p.m. (New York, New York time) on the date specified for payment under this Agreement or any other Loan Document to the Administrative Agent Accountat the Administrative Agent’s Office, for the account of the Lenders Lenders, the Issuing Bank or the Administrative Agent, as the case may be, in Dollars in immediately available funds, without setoff, counterclaim, defense or deduction of any kind. Any payment received by the Administrative Agent after 2:00 1:00 p.m. (New York, New York time) shall be deemed received on the next Business Day. In the case of a payment for the account of a Lender, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to such Lender. In the case of a payment for the account of the Issuing Bank, the Administrative Agent will promptly thereafter distribute the amount so received in like funds to the Issuing Bank. If the Administrative Agent shall not have received any payment from the Borrower Borrowers as and when due, the Administrative Agent will promptly notify the Lenders accordingly. (ii) Except as provided in the definition of Eurodollar Advance Period, if any payment under this Agreement or any other Loan Document shall be specified to be made on a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day, and such extension of time shall in such case be included in computing interest and fees, if any, in connection with such payment. (i) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative 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 Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the 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 to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). (ii) To the extent any Lender has failed to pay the Administrative Agent any amount required to be paid by it pursuant to this Agreement within ten (10) Business Days of the date when due, any payment of principal, interest, fees or other amounts received by Administrative Agent for the Account of such Lender (whether voluntary or mandatory, at maturity or otherwise) shall be applied at such time or times as may be determined by Administrative Agent as follows: FIRST, to the payment of any amounts owing by such Lender to the Administrative Agent hereunder: and SECOND, to such Lender.