Common use of Manner and Time of Payment Clause in Contracts

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all payments of principal, interest and fees hereunder and under the Loans by Borrowers shall be made without defense, setoff, counterclaim or other deduction and in Same Day Funds and delivered to Administrative Agent not later than 12:00 Noon (New York time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. All payments with respect to UK Loans by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on the date due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received to such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Borrower hereby authorize Administrative Agent and the UK Administrative Agent to charge their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest and fees due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all All payments by any Borrower of principal, interest interest, fees and fees other Obligations hereunder and under the Loans by Borrowers Notes shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent Agent, not later than 12:00 Noon (New York timeLocal Time) on the date due at the Domestic Funding and Payment Office for the account of such Lenders, in Dollars; funds . Funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. All payments with respect In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, each Borrower hereby authorizes Agent to request the Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; PROVIDED that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans: (a) the Total Utilization of Revolving Loan Commitments for all Borrowers at any time exceeds the Maximum Permitted Revolving Loan Commitments; (b) the Total Utilization of Revolving Loan Commitments for Company and ▇▇▇▇ UK at any time exceeds the US/UK Revolving Loan Commitments then in effect; (c) the Total Utilization of Revolving Loan Commitments for ▇▇▇▇ Japan at any time exceeds the Japanese Revolving Loan Commitments then in effect; (d) the Total Utilization of Revolving Loan Commitments for Company exceeds $100,000,000; and (5) the Total Utilization of Revolving Loan Commitments for ▇▇▇▇ UK exceeds $100,000,000. Such Funding Lender shall make the amount of such Revolving Loans by UK Borrowers (which shall be made without defenseas Base Rate Loans) available to Agent in same day funds, setoff, counterclaim or other deduction (except to at the extent required by law) Funding and in Same Day Funds and delivered to UK Administrative Agent Payment Office not later than 12:00 noon 1:00 P.M. (London timeLocal Time) on the date due at requested by Agent and Borrowers and Lenders hereby authorize Agent, whether or not the UK Funding and Payment Office for conditions specified in subsection 4.2 have been satisfied or waived, to apply the account proceeds of Lenderssuch Revolving Loans directly to the payment of such unpaid interest, in Dollars; funds received fees, commissions or other amounts. Each Borrower hereby agrees that, upon the funding of any such Revolving Loans by UK Administrative Agent after the applicable time Funding Lender in accordance with the provisions of this subsection 2.4C(i), such Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been paid made by the relevant Borrower on Funding Lender pursuant to and in accordance with the next succeeding Business Dayprovisions of subsection 2.1C(ii). UK Administrative Agent shall distribute deliver prompt notice to each Lender having a UK Lending Office its Pro Rata Share the Borrower of the amount so received of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Lender's UK Lending Office and Revolving Loans; PROVIDED that Agent shall transfer give notice to the remaining balance to Administrative Agent Borrower five days in advance of the making of any such Revolving Loans for distribution to the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other Lendersstatements evidencing such amounts. Company and In addition, each Borrower hereby authorize Administrative Agent and the UK Administrative authorizes Agent to charge their its accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that . Each Agent shall promptly notify Administrative Agent or the UK Administrative of all such payments received by such Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all All payments by Borrowers of -------------------------- principal, interest interest, fees and fees hereunder and under the Loans by Borrowers other Obligations shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent not later than 12:00 Noon (New York timeCity Time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds . Funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant Borrower Borrowers on the next succeeding Business Day. All payments with respect In order to UK effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrowers hereby authorize Agent to request Daily Funding Lender to make Revolving Loans by UK Borrowers for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit usage. Daily Funding Lender shall make the amount of such Revolving Loans which shall be made without defenseas Base Rate Loans available to Agent, setoffin same day funds, counterclaim or other deduction (except to at the extent required by law) Funding and in Same Day Funds and delivered to UK Administrative Agent Payment Office, not later than 12:00 noon 1:00 P.M. (London New York time) on the date due at requested by Agent, and Borrowers and Lenders hereby authorize Agent, whether or not the UK conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrowers hereby agree that, upon the funding of any such Revolving Loans by Daily Funding and Payment Office Lender in accordance with the provisions of this subsection 2.4C(i), Borrowers shall have effected Revolving Loans hereunder, which Revolving Loans shall for the account all purposes of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall this Agreement be deemed to have been paid made by Daily Funding Lender pursuant to and in accordance with the relevant Borrower on the next succeeding Business Dayprovisions of subsection 2.1C(ii). UK Administrative Agent shall distribute deliver prompt notice to each Lender having a UK Lending Office its Pro Rata Share Borrowers of the amount so received of Revolving Loans made pursuant to this subsection 2.4C(i), together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other LendersRevolving Loans. Company and each Borrower In addition, Borrowers hereby authorize Administrative Agent and the UK Administrative Agent to charge their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all All payments by Borrowers of principal, interest interest, fees and fees other DIP Obligations hereunder and under the Loans by Borrowers Notes shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative DIP Agent not later than 12:00 Noon 1:00 p.m. (New York City time) on the date due at the Funding and Payment Office for the account of DIP Lenders. Funds received by DIP Agent after that time on such due date shall be deemed to have been paid by Borrowers on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrowers hereby authorize DIP Agent to request Daily Funding Lender to make Revolving DIP Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that DIP Agent shall not have the right to request such Revolving DIP Loans if, after giving effect to such Revolving DIP Loans, (a) the aggregate outstanding principal amount of Revolving DIP Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving B DIP Loan Commitments would exceed the Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving DIP Loans available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date due at requested by DIP Agent, and Borrowers and DIP Lenders hereby authorize DIP Agent, whether or not the Domestic conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving DIP Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrowers hereby agree that, upon the funding of any such Revolving DIP Loans by Daily Funding and Payment Office Lender in accordance with the provisions of this subsection 2.4C(i), Borrowers shall have effected Revolving DIP Loans hereunder, which Revolving DIP Loans shall for the account all purposes of Lenders, in Dollars; funds received by Administrative Agent after the applicable time shall this Agreement be deemed to have been paid made by the relevant Borrower on the next succeeding Business Day. All payments with respect Daily Funding Lender pursuant to UK Loans by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on accordance with the date due at the UK Funding and Payment Office for the account provisions of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Daysubsection 2.1C(ii). UK Administrative Agent shall distribute deliver prompt notice to each Lender having a UK Lending Office its Pro Rata Share Borrowers of the amount so received of Revolving DIP Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other LendersRevolving DIP Loans. Company and In addition, each Borrower hereby authorize Administrative Agent and the UK Administrative authorizes DIP Agent to charge their its accounts with Administrative DIP Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative DIP Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all All payments of principal, interest and fees hereunder and under the Loans by Borrowers payable to Administrative Agent, Lenders or Designated Bid Lenders shall be made without defensecondition or reservation of right and free of set-off or counterclaim, setoff, counterclaim or other deduction in Dollars and in Same Day Funds and delivered by wire transfer (pursuant to Administrative Agent Agent's written wire transfer instructions) of immediately available funds, to Administrative Agent, for the account of each Lender and Designated Bid Lender, not later than 12:00 Noon 11:00 a.m. (New York San Francisco time) on the date due at the Domestic Funding due; and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable that time and date shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. All payments In order to assure timely payment of interest on the Loans and fees pursuant to Section 2.5, Borrower hereby irrevocably authorizes Administrative Agent to directly debit Borrower's demand deposit account with respect Administrative Agent (Account No. 4233-040799) for payment when due of all such interest and fees payable to UK Loans by UK Borrowers Lenders and Designated Bid Lenders. Written notice of the amount and purpose of any such direct debit shall be made without defense, setoff, counterclaim or other deduction (except given to the extent required Borrower by law) and in Same Day Funds and delivered to UK Administrative Agent not later less than 12:00 noon two (London time2) on Business Days prior to its effective date; provided, however, that Administrative Agent's failure to give such notice shall not affect the date validity of, or Borrower's authorization of, such debit. In the event any direct debit hereunder is returned for insufficient funds, Borrower shall, upon notice from Administrative Agent, immediately deposit sufficient funds into said account to pay all interest, fees and other related charges due at and owing to Lenders and Designated Bid Lenders; provided, however, that any such insufficiency of funds in said account shall not excuse or delay the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received timely payment by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall distribute to each Lender having a UK Lending Office its Pro Rata Share of the full amount so received to of such Lender's UK Lending Office interest, fees and shall transfer related charges or relieve Borrower of its obligations under Section 2.4.5 in respect of any such insufficiency. The statement of the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Borrower hereby authorize Administrative Agent and the UK Loan Account provided by Administrative Agent to charge their accounts with Administrative Agent or Borrower shall show the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest amounts and fees due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice dates of such charges prior thereto or as soon as reasonably practicable thereafterdirect debits.

Manner and Time of Payment. Except In its sole discretion, Administrative Agent may charge interest and other amounts payable hereunder to the Revolving Loan, all as provided in set forth on Administrative Agent's books and records. Unless otherwise directed by Administrative Agent, all payments to Lenders hereunder shall be made by delivery thereof to Administrative Agent to the immediately succeeding sentence account specified below or, with respect to UK Loans the Revolving Loan only, by delivery to Administrative Agent of all proceeds of Accounts or other Collateral deposited in the Blocked Accounts in accordance with Section 5.6 hereof, but subject to the terms of such subsection and in subsection 2.7C or 2.8Ethe agreements governing the Blocked Accounts. If Administrative Agent elects to ▇▇▇▇ a Borrower for any amount due hereunder, all such amount shall be immediately due and payable with interest thereon as provided herein. All payments made directly by a Borrower of principalthe Obligations (except with respect to principal of, interest on and fees other amounts relating to Revolving Loans denominated in an Alternative Currency or other payments made or liability incurred by Lenders or Agents hereunder and under the Loans by Borrowers denominated in an Alternative Currency) shall be made in Dollars without deduction, defense, setoff, setoff or counterclaim or other deduction and in Same Day Funds same day funds and delivered to Administrative Agent not later than 12:00 Noon by wire transfer to IBJSBTC for credit to an account designated by Administrative Agent as "The North Face, Inc. Loan Account" ("Administrative Agent's Account") or at such other place as Administrative Agent may direct from time to time by notice to a Borrower. All payments made directly by a Borrower with respect to the principal of, interest on, and other amounts relating to Revolving Loans or any other Obligations denominated in an Alternative Currency shall be made in the Alternative Currency in which such Obligations were incurred, without deduction, defense, set off or counterclaim and in same day funding and delivered to Administrative Agent by wire transfer to Administrative Agent's Account. Proceeds remitted from the Blocked Accounts or otherwise wire transferred to Administrative Agent's Account shall be credited to the Obligations on the Business Day on which Administrative Agent receives immediately available funds in Administrative Agent's Account if received prior to 3:00 p.m. (New York time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. All payments with respect to UK Loans by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on the date due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received to such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Borrower hereby authorize Administrative Agent and the UK Administrative Agent to charge their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest and fees due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Revolving Loans and in subsection 2.7C or 2.8E, all payments of principal, interest and fees hereunder and under the Loans by Borrowers shall be made without defense, setoff, counterclaim or other deduction and in Same Day Funds and delivered to Administrative Agent not later than 12:00 Noon (New York time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. All payments with respect to UK Revolving Loans by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on the date due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received to such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Borrower hereby authorize Administrative Agent and the UK Administrative Agent to charge their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest and fees due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED provided that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all All payments by any Borrower of -------------------------- principal, interest interest, fees and fees other Obligations hereunder and under the Loans by Borrowers Notes shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent Agent, not later than 12:00 Noon (New York timeLocal Time) on the date due at the Domestic Funding and Payment Office for the account of such Lenders, in Dollars; funds . Funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. All payments with respect In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, each Borrower hereby authorizes Agent to request the Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the -------- right to request such Revolving Loans if, after giving effect to such Revolving Loans: (a) the Total Utilization of Revolving Loan Commitments for all Borrowers at any time exceeds the Maximum Permitted Revolving Loan Commitments; (b) the Total Utilization of Revolving Loan Commitments for Company and ▇▇▇▇ UK at any time exceeds the US/UK Revolving Loan Commitments then in effect; (c) the Total Utilization of Revolving Loan Commitments for ▇▇▇▇ Japan at any time exceeds the Japanese Revolving Loan Commitments then in effect; (d) the Total Utilization of Revolving Loan Commitments for Company exceeds $100,000,000; and (5) the Total Utilization of Revolving Loan Commitments for ▇▇▇▇ UK exceeds $100,000,000. Such Funding Lender shall make the amount of such Revolving Loans by UK Borrowers (which shall be made without defenseas Base Rate Loans) available to Agent in same day funds, setoff, counterclaim or other deduction (except to at the extent required by law) Funding and in Same Day Funds and delivered to UK Administrative Agent Payment Office not later than 12:00 noon 1:00 P.M. (London timeLocal Time) on the date due at requested by Agent and Borrowers and Lenders hereby authorize Agent, whether or not the UK Funding and Payment Office for conditions specified in subsection 4.2 have been satisfied or waived, to apply the account proceeds of Lenderssuch Revolving Loans directly to the payment of suchunpaid interest, in Dollars; funds received fees, commissions or other amounts. Each Borrower hereby agrees that, upon the funding of any such Revolving Loans by UK Administrative Agent after the applicable time Funding Lender in accordance with the provisions of this subsection 2.4C(i), such Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been paid made by the relevant Borrower on Funding Lender pursuant to and in accordance with the next succeeding Business Dayprovisions of subsection 2.1C(ii). UK Administrative Agent shall distribute deliver prompt notice to each Lender having a UK Lending Office its Pro Rata Share the Borrower of the amount so received of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Lender's UK Lending Office and Revolving Loans; provided that Agent shall transfer give notice to the remaining balance to Administrative Agent Borrower five days in -------- advance of the making of any such Revolving Loans for distribution to the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other Lendersstatements evidencing such amounts. Company and In addition, each Borrower hereby authorize Administrative Agent and the UK Administrative authorizes Agent to charge their its accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that . Each Agent shall promptly notify Administrative Agent or the UK Administrative of all such payments received by such Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. Except (a) All payments by any Borrower of principal, interest, fees and other Obligations (other than as provided in the immediately succeeding sentence with respect to UK clauses (b) and (c) below) on any Loans and in subsection 2.7C or 2.8E, all payments of principal, interest and fees hereunder and under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent not later than 12:00 Noon 3:00 P.M. (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant such Borrower on the next succeeding Business Day. All payments with respect to UK Loans by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on the date due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received to such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Each Borrower hereby authorize Administrative Agent and the UK authorizes Administrative Agent to charge their its accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that ; (b) All payments by Offshore Borrower of principal of and interest on any Offshore Loans denominated in Euros shall be made in same day funds, in Euros, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent at its Offshore Funding and Payment Office not later than 3:00 P.M. (London time), on the date due; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day; and (c) So long as no Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loan shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Swing Line Lender not later than 4:00 P.M. (New York City time) on the UK Administrative Agentdate due at the Swing Line Funding and Payment Office; funds received by Swing Line Lender after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. If an Event of Default or Potential Event of Default has occurred and is continuing, as the case may be, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loans shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafterbe made in accordance with clause (a) above.

Manner and Time of Payment. Except (a) All payments by any Borrower of principal, interest, fees and other Obligations (other than as provided in the immediately succeeding sentence with respect to UK clauses (b) and (c) below) on any Loans and in subsection 2.7C or 2.8E, all payments of principal, interest and fees hereunder and under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent not later than 12:00 Noon 3:00 P.M. (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant such Borrower on the next succeeding Business Day. All payments with respect to UK Loans by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on the date due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received to such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Each Borrower hereby authorize Administrative Agent and the UK authorizes Administrative Agent to charge their its accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that ; (b) All payments by Offshore Borrower of principal of and interest on any Offshore Revolving Loans, Additional Offshore Revolving Loans or New Term Loans denominated in an Offshore Currency shall be made in same day funds, in such Offshore Currency, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent at its Offshore Funding and Payment Office not later than 3:00 P.M. (London time), on the date due; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day; and (c) So long as no Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loan shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Swing Line Lender not later than 4:00 P.M. (New York City time) on the UK Administrative Agentdate due at the Swing Line Funding and Payment Office; funds received by Swing Line Lender after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. If an Event of Default or Potential Event of Default has occurred and is continuing, as the case may be, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loans shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafterbe made in accordance with clause (a) above.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all (i) All payments of -------------------------- principal, interest interest, Reimbursement Obligations and fees hereunder and under or any Letter of Credit payable to the Loans by Borrowers Lenders shall be made without defensecondition or reservation of right, setoff, counterclaim or other deduction in Dollars and in Same Day Funds and immediately available funds, delivered to the Administrative Agent at the Administrative Agent's Payment Office not later than 12:00 Noon 1:00 p.m. (New York time) on the date due at the Domestic Funding due; and Payment Office for the account of Lenders, in Dollars; funds received by the Administrative Agent after the applicable that time and date shall be deemed to have been paid and received by the relevant Borrower Administrative Agent on the next succeeding Business Day. All payments with respect to UK Loans Payments actually received by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except to the extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon (London time) on the date due at the UK Funding and Payment Office for the account of Lendersthe Lenders shall be paid to them promptly in like funds after receipt thereof by the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in Dollars; funds received by UK reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent after forthwith on demand the applicable time shall be deemed excess of the amount distributed to have been such Lender over the amount, if any, paid by the relevant Borrower on for the next succeeding Business Day. UK Administrative Agent shall distribute to account of such Lender, together with interest thereon at the Federal Funds Rate, for each Lender having a UK Lending Office its Pro Rata Share of day from the date such amount so received is distributed to such Lender's UK Lending Office Lender until the date such Lender repays such amount to the Administrative Agent; provided, however, that if any Lender shall -------- ------- fail to repay such amount within three Business Days after demand therefor, such Lender shall, from and shall transfer after such third Business Day until payment is made to the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Borrower hereby authorize Administrative Agent and the UK Administrative Agent to charge their accounts with Administrative Agent or the UK Administrative Agent, as pay interest thereon at a rate per annum equal to the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest and fees due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafterBase Rate.

Manner and Time of Payment. Except as expressly provided in the immediately succeeding sentence for herein and except with respect to UK principal of and interest on Loans and denominated in subsection 2.7C or 2.8EAlternative Currency, all payments by any Borrower of principal, interest interest, fees and fees hereunder and under the Loans by Borrowers other Obligations shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant applicable Borrower on the next succeeding Business Day. All Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to UK principal and interest on Loans by UK Borrowers denominated in an Alternative Currency shall be made without defenseto Administrative Agent, setofffor the account of the respective Lenders to which such payment is owed, counterclaim or other deduction (except to at the extent required by law) applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds and delivered to UK Administrative Agent not later than 12:00 noon the Applicable Time specified by Administrative Agent (London timeof which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the dates specified herein. Without limiting the generality of the foregoing, 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 any Law from making any required payment hereunder in an Alternative Currency, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due at the UK Funding and Payment Office to Administrative Agent for the account of Lendersthe Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in Dollars; funds received by UK Administrative Agent after the applicable time shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall reliance upon such assumption, distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received to such Lenders or Issuing Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other Lenders. Company and each Borrower hereby authorize Administrative Agent and the UK Administrative Agent to charge their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, the amount due. In such event, if the applicable Borrower has not in order to cause timely payment to be fact made to Administrative Agent such payment, then each of the Lenders or the UK Administrative AgentIssuing Lender, as the case may be, of all principal, interest and fees due hereunder (subject severally agrees to sufficient funds being available in its accounts for that purpose); PROVIDED that repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the UK date such amount is distributed to it to but excluding the date of payment to Administrative Agent, as at the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafterOvernight Rate.

Manner and Time of Payment. Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all All payments by Borrowers of principal, interest and fees hereunder and ---------------------------- under the Loans by Borrowers Notes shall be made in Dollars in same day funds, without defense, setoffsetoff or counterclaim, counterclaim free of any restriction or other deduction and in Same Day Funds condition, and delivered to Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City time) on the date due at the Domestic Funding and Payment Office for the account of Lenders, in Dollars; funds . Funds received by Administrative Agent after the applicable that time on such due date shall be deemed to have been paid by the relevant Borrower Borrowers on the next succeeding Business Day. All payments with respect In order to UK effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrowers hereby authorize Agent to request Daily Funding Lender to make Revolving Loans by UK Borrowers for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that -------- Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of ----- Revolving Loan Commitments would exceed the Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made without defenseas Base Rate Loans) available to Agent, setoffin same day funds, counterclaim or other deduction (except to at the extent required by law) Funding and in Same Day Funds and delivered to UK Administrative Agent Payment Office, not later than 12:00 noon 1:00 P.M. (London New York time) on the date due at requested by Agent, and Borrowers and Lenders hereby authorize Agent, whether or not the UK conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrowers hereby agree that, upon the funding of any such Revolving Loans by Daily Funding and Payment Office Lender in accordance with the provisions of this subsection 2.4C(i), Borrowers shall have effected Revolving Loans hereunder, which Revolving Loans shall for the account all purposes of Lenders, in Dollars; funds received by UK Administrative Agent after the applicable time shall this Agreement be deemed to have been paid made by Daily Funding Lender pursuant to and in accordance with the relevant Borrower on the next succeeding Business Dayprovisions of subsection 2.1C(ii). UK Administrative Agent shall distribute deliver prompt notice to each Lender having a UK Lending Office its Pro Rata Share Borrowers of the amount so received of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all other LendersRevolving Loans. Company and each Borrower In addition, Borrowers hereby authorize Administrative Agent and the UK Administrative Agent to charge their its accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest interest, fees and fees expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.