All payments to be made by any Borrower 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, all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, either (i) for payments not made via online transfer, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein, or (ii) via online transfer in accordance with the instruction of the Administrative Agent on the date any such payment is due and payable.  For payments not made via the online system, any payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Any payments made via the online system through a Bank of America checking account prior to 5:00 p.m. shall be deemed received as of that day.  If the payment is made after 5:00 p.m., it shall be deemed received as of the opening of business on the next Business Day.  Payments made via the online system through any other bank made prior to 5:00 p.m. shall be deemed received as of the opening of business on the next Business Day.  If the payment is made after 5:00 p.m., the payment shall be deemed received as of the opening of business on the second Business Day following the payment.  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 wire transfer to such Lender’s Lending Office.  If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.