Common use of Manner and Time of Payment Clause in Contracts

Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of 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, Company 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 to Administrative Agent for the account of the 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 reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to 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 date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.

Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand Reimbursement Obligations and other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and expenses) which are payable to the Administrative Agent, the Arrangers or any other Obligations Lender shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent (or, in the case of Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 Noon noon (New York City timetime or local time to the Principal Financial Center of the applicable currency, in the case of an Alternative Currency) on the date due and at the Funding and Payment Office place due, to such account of the Administrative Agent (or such Arranger) as it may designate, for the account of Lendersthe Administrative Agent, an Arranger, or such other Lender, as the case may be; and funds received by the Administrative Agent (or such Arranger), including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time or local time to the Principal Financial Center of the applicable currency, in the case of an Alternative Currency) on any given Business Day shall be credited against payment to be made that day and funds received by the Administrative Agent (or such Arranger) after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided hereinAll payments shall be in Dollars except for payments of principal, all payments by any Borrower hereunder interest and fees on Alternative Currency Loans and Reimbursement Obligations with respect to principal and interest on Loans denominated in an Alternative Currency Letters of Credit, which shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at in the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than thereof. Payments actually received by the Applicable Time specified by Administrative Agent (of 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, Company 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 to Administrative Agent for the account of the Lenders Lenders, or Issuing Lender hereunder that such Borrower will not make such paymentany of them, shall be paid to them by the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lenderpromptly after receipt thereof, 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 Administrative Agent, at the Overnight Ratefunds.

Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City Chicago time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower Borrowers on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Each Borrower hereunder hereby authorizes Administrative Agent to charge its accounts with respect Administrative Agent in order to principal and interest on Loans denominated in an Alternative Currency shall cause timely payment to be made to Administrative AgentAgent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). Anything contained herein to the account contrary notwithstanding, Borrowers jointly and severally promise to repay all Revolving Loans and honored drawings under the Letters of Credit when due in accordance with the terms hereof and agree that, to the extent any Letters of Credit have not been returned and cancelled, on the Maturity Date (a) the unpaid principal amount of, and accrued interest on, any funded amounts under such Letters of Credit and on any Revolving Loans, (b) an amount equal to the maximum available amount that may at any time on or after such date be drawn under all such Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrowers, and any amounts so due and payable with respect to Letters of Credit shall be cash collateralized in an amount equal to 105% of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of 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, Company 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 to Administrative Agent for the account of the 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 reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to 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 date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Ratethereof.

Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand Reimbursement Obligations and other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and expenses) which are payable to the Administrative Agent, the Arrangers or any other Obligations Lender shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent (or, in the case of Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 Noon noon (New York City timetime or local time to the principal financial center of the country of that currency, in the case of an Alternative Currency) on the date due and at the Funding and Payment Office place due, to such account of the Administrative Agent (or such Arranger) as it may designate, for the account of Lendersthe Administrative Agent, an Arranger, or such other Lender, as the case may be; and funds received by the Administrative Agent (or such Arranger), including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time or local time to the principal financial center of the country of that currency, in the case of an Alternative Currency) on any given Business Day shall be credited against payment to be made that day and funds received by the Administrative Agent (or such Arranger) after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided hereinAll payments shall be in Dollars except for payments of principal, all payments by any Borrower hereunder interest and fees on Alternative Currency Loans and Reimbursement Obligations with respect to principal and interest on Loans denominated in an Alternative Currency Letters of Credit, which shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at in the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than thereof. Payments actually received by the Applicable Time specified by Administrative Agent (of 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, Company 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 to Administrative Agent for the account of the Lenders Lenders, or Issuing Lender hereunder that such Borrower will not make such paymentany of them, shall be paid to them by the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lenderpromptly after receipt thereof, 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 Administrative Agent, at the Overnight Ratefunds.

Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower Company of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or 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 Funding and Payment Office for the account of Lenders; funds . Funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower Company on the next succeeding Business Day. Except as otherwise expressly In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Company hereby authorizes Agent to request Daily 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 hereinthat Agent shall not have the right to request such Revolving Loans if, all payments by any Borrower hereunder with respect after giving effect to such Revolving Loans, (a) the aggregate outstanding principal and interest on amount of Revolving Loans denominated would exceed the Revolving Loan Commitments then in an Alternative Currency 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 as Base Rate Loans) available to Administrative Agent, for the account of the respective Lenders to which such payment is owedin same day funds, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds Office, not later than the Applicable Time specified by Administrative Agent 1:00 P.M. (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeNew York time) on the dates date requested by Agent, and Company and Lenders hereby authorize Agent, whether or not the conditions specified herein. Without limiting in subsection 4.2 have been satisfied or waived, to apply the generality proceeds 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, Company 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 Revolving Loans directly to the date on which payment of such unpaid interest, fees, commissions or other amounts. Company hereby agrees that, upon the funding of any payment is due to Administrative Agent for the account of the Lenders or Issuing such Revolving Loans by Daily Funding 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 reliance upon such assumption, distribute to with the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each provisions of the Lenders or Issuing Lender, as the case may be, severally agrees to 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 date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.this subsection 2.4B(i),

Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand Reimbursement Obligations and other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and expenses) which are payable to the Payment and Disbursement Agent, the Arrangers or any other Obligations Lender shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative the Payment and Disbursement Agent (or, in the case of Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 Noon noon (New York City timetime or local time to the principal financial center of the Alternative Currency) on the date due and at the Funding place due, to such account of the Payment and Payment Office Disbursement Agent (or such Arranger) as it may designate, for the account of Lendersthe Payment and Disbursement Agent, an Arranger, or such other Lender, as the case may be; and funds received by Administrative the Payment and Disbursement Agent (or such Arranger), including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time or local time to the principal financial center of the Alternative Currency) on any given Business Day shall be credited against payment to be made that day and funds received by the Payment and Disbursement Agent (or such Arranger) after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all All payments by any Borrower hereunder with respect to shall be in Dollars except for payments of principal and interest on Loans denominated in an Alternative Currency Loans and Reimbursement Obligations with respect to Alternative Currency Letters of Credit, which shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at in the applicable Funding and Payment Office in such Alternative Currency thereof. Payments actually received by the Payment and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of 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, Company 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 to Administrative Disbursement Agent for the account of the Lenders Lenders, or Issuing Lender hereunder that such Borrower will not make such paymentany of them, Administrative shall be paid to them by the Payment and Disbursement Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lenderpromptly after receipt thereof, 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 Administrative Agent, at the Overnight Ratefunds.

Manner and Time of Payment. Except as expressly provided for herein and except with respect to All payments of principal of and interest on the Loans denominated in Alternative Currencyand other Obligations (including, all payments by any Borrower of principal, interestwithout limitation, fees and expenses) which are payable to the Administrative Agent, the Arranger or any other Obligations Lender shall be made without condition or reservation of right, in Dollars in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 Noon noon (New York City time) on the date due and at the Funding and Payment Office place due, to such account of the Administrative Agent as it may designate, for the account of Lendersthe Administrative Agent or such other Lender, as the case may be; and funds received by the Administrative Agent, including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time) on any given Business Day shall be credited against payment to be made that day and funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all All payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for in Dollars. Payments actually received by the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of 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, Company 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 to Administrative Agent for the account of the Lenders Lenders, or Issuing Lender hereunder that such Borrower will not make such paymentany of them, shall be paid to them by the Administrative Agent may assume that such Borrower has made such payment promptly (on the same day as received by the Administrative Agent if received prior to 1:00 p.m. (New York time) on such date day and otherwise on the next Business Day) by the Administrative Agent to such Lender in accordance herewith and may, the same type of funds that the Administrative Agent received at its address specified pursuant to Section 14.8(a) or at any Lending Office specified in reliance upon a notice received by the Administrative Agent from such assumption, distribute Lender. Payments received by the Administrative Agent but not timely funded to the Lenders or Issuing Lender, as shall bear interest payable by the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand at the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day Federal Funds Effective Rate from and including the date such amount is distributed to it to but excluding due until the date of payment to Administrative Agent, at the Overnight Ratepaid.

Manner and Time of Payment. Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at the Funding and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by Administrative Agent (of 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, (i) Administrative Agent may require that any payments due under this Agreement be made in the United StatesStates (ii) no Borrower shall make or be required to make, nor shall Administrative Agent or any Lender accept, any payment of interest hereunder in a Non-Cooperative Jurisdiction. It is understood that Company shall inform Administrative Agent as soon as practicable but in any event within fifteen (15) days before the date on which a payment is due under this Agreement where clause (ii) above applies and request the transfer of the Administrative Agent’s duties under this Agreement to an Affiliate which is not incorporated, domiciled, established or acting through an office situated in a Non-Cooperative Jurisdiction. On an annual basis, Company shall inform Administrative Agent of the list of states or territories which are considered as part of a Non-Cooperative Jurisdiction by the French tax authorities within thirty (30) days of the publication of such list. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, Company 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 to Administrative Agent for the account of the 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 reliance upon such assumption, distribute to the Lenders or Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to 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 date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Overnight Rate.