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 in the immediately succeeding sentence with respect to principal of UK Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds 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 that the applicable time on such due date shall be deemed to have been paid by the applicable relevant 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 UK Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except 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 extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. 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 UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender's UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize 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 the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent forthwith on demand or 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 UK Administrative Agent, at as the Overnight Ratecase 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 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 of principal, interest, fees and other the Obligations shall be made in Dollars in same day fundswithout deduction, without defense, setoff or counterclaim, free of any restriction or condition, counterclaim and in same day funds and delivered to Administrative Agent not later than 12:00 Noon by wire transfer to the following account: First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 ABA No. 0000-0000-0 Account No. 0000000 Reference: Xxxxxx Corporate Finance Group for the benefit of Central Products Company or at such other place as Agent may direct from time to time by written notice to Borrower. Borrower shall receive credit for such funds on the date received if Borrower has given Agent telephonic notice by 10:00 A.M. (New York City Chicago, Illinois time) of the transfer of such funds and such funds are received by Agent by 1:00 P.M. (Chicago, Illinois time) on such day. In the date due at the Funding absence of timely notice and Payment Office for the account of Lenders; receipt, such 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 In order to principal and interest on Loans denominated in an Alternative Currency shall cause timely payment to be made to Administrative Agent of all Obligations as and when due, Borrower hereby authorizes and directs Agent, for at Agent's option, to debit the account Loan Account (by increasing the principal balance of the respective Lenders Revolving Loan, each Lender to which such payment is owed, at the applicable Funding and Payment Office share in such Alternative Currency and increase 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) accordance with its Pro Rata Share thereof, calculated based on the dates specified hereinRevolving Loan Commitments) when such Obligations become due, in which event payment would be credited on the date of such debit. Without limiting the generality of the foregoing, Administrative If Agent may require that pays an amount to any payments due Lender under this Agreement be made in the United States. Ifbelief or expectation that a related payment has been or will be received by Agent from Borrower or any other Loan Party and such related payment is not received by Agent, for then Agent will be entitled to recover such amount from Borrower or such Lender without setoff, counterclaim, or deduction of any reason, any Borrower is prohibited kind together with interest thereon from the date such amounts are paid 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 recovered at the Federal Funds Effective Rate. If Agent determines at any payment is due time that any amount received by Agent under this Agreement or any other Loan Document must be returned to Administrative Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, 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, be required to distribute any portion thereof to the Lenders or Issuing any Lender, as the case may be, the amount due. In such eventaddition, 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 Lender will repay to Administrative Agent forthwith on demand the any portion of such amount so that Agent has distributed to such Lender or Issuing Lender, in immediately available funds together with interest thereonat such rate, for each day from and including the date if any, as Agent is required to pay to Borrower or such amount is distributed to it to but excluding the date other Person, without set-off, counterclaim, or deduction of payment to Administrative Agent, at the Overnight Rateany kind.

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 In its sole discretion, Collateral Agent may charge interest and other amounts payable hereunder to the Revolving Loan, all as expressly set forth on Collateral Agent's books and records. If Collateral Agent elects to bill Xxxrower for any amount due hereunder, such amount shall be immediately due and payable with interest thereon as provided for herein and except herein. All payments made by Borrower with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other the Obligations shall be made in Dollars in same day fundswithout deduction, without defense, setoff or counterclaim. All payments hereunder shall, free of unless otherwise directed by Collateral Agent, be made to Agent's Account or in accordance with subsection 5.6. Proceeds received in immediately available federal funds in Agent's Account at or before 2:00 p.m. Central time on any restriction or condition, and delivered Business Day shall be credited to Administrative Agent not later than 12:00 Noon (New York City time) the Obligations for all purposes on the date due at the Funding and Payment Office for the account of Lenderssame Business Day on which such proceeds were received; funds proceeds received by Administrative Agent after that such time on such due date shall will be deemed to have been paid by the applicable Borrower credited on the next succeeding Business DayDay thereafter. Except Notwithstanding the foregoing, so long as otherwise expressly provided hereinno Default or Event of Default is then in existence, if all payments Revolving Loans outstanding at the time of receipt of any such proceeds in Agent's Account are LIBOR Loans, then Borrower may direct that such proceeds be held by any Collateral Agent in a non-interest bearing cash collateral account maintained by Collateral Agent until the earliest to occur of (1) receipt by Collateral Agent of a direction by Borrower hereunder with respect for the disbursement of such proceeds by Collateral Agent, (2) the expiration of an Interest Period relating to principal and interest on Loans denominated LIBOR Revolving Loans, in an Alternative Currency which case such proceeds shall be made applied to Administrative Agent, for the account payment of principal of the respective Lenders to which such payment is owedapplicable LIBOR Revolving Loans, 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 noticethe existence of outstanding Obligations in respect of Base Rate Revolving Loans, in which case such proceeds shall be applied to the payment of principal of such Base Rate Revolving Loans or (4) on the dates specified herein. Without limiting the generality a Default or an Event of the foregoingDefault, Administrative Agent may require that any payments due under this Agreement in which case such proceeds shall 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 applied as Collateral 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 Ratedetermine.

Manner and Time of Payment. Except as expressly provided for herein and except in the immediately succeeding sentence with respect to principal of UK Revolving Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds 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 (except for payments in respect of the French Tranche C2 Term Loans, which shall be made in Euros); funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the applicable relevant 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 UK Revolving Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except 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 extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. 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 UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender’s UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize 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 the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent forthwith on demand or 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 UK Administrative Agent, at as the Overnight Ratecase 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 expressly provided for herein and except in the immediately succeeding sentence with respect to principal of UK Revolving Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds 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 that the applicable time on such due date shall be deemed to have been paid by the applicable relevant 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 UK Revolving Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except 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 extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. 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 UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender's UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize 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 the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent forthwith on demand or 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 UK Administrative Agent, at as the Overnight Ratecase 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 expressly provided for herein and except in the immediately succeeding sentence with respect to principal of UK Revolving Loans and interest on Loans denominated in Alternative Currencysubsection 2.7C or 2.8E, all payments by any Borrower of principal, interest, interest and fees hereunder and other Obligations under the Loans by Borrowers shall be made in Dollars in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 12:00 Noon (New York City time) on the date due at 101 the Domestic Funding and Payment Office for the account of Lenders, in Dollars (except for payments in respect of the French Tranche C2 Term Loans, which shall be made in Euros); funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the applicable relevant 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 UK Revolving Loans denominated in an Alternative Currency by UK Borrowers shall be made without defense, setoff, counterclaim or other deduction (except 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 extent required by law) and in Same Day Funds and delivered to UK Administrative Agent not later than the Applicable Time specified by Administrative Agent 12:00 noon (of which the applicable Borrower shall have received at least three (3) Business Days’ advance noticeLondon time) on the dates specified herein. Without limiting date due at the generality UK Funding and Payment Office for the account of the foregoingLenders, in Dollars; funds received by UK Administrative Agent may require that any payments due under this Agreement after the applicable time shall be made in deemed to have been paid by the United Statesrelevant Borrower on the next succeeding Business Day. 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 UK Administrative Agent shall have distribute to each Lender having a UK Lending Office its Pro Rata Share of the amount so received notice from a Borrower prior to such Lender’s UK Lending Office and shall transfer the date on which any payment is due remaining balance to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such distribution to all other Lenders. Company and each Borrower will not make such payment, hereby authorize 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 the UK Administrative Agent to charge their accounts with Administrative Agent or the Lenders or Issuing LenderUK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing LenderUK Administrative Agent, as the case may be, severally agrees of all principal, interest and fees due hereunder (subject to repay to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent forthwith on demand or 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 UK Administrative Agent, at as the Overnight Ratecase 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 expressly provided for herein All payments of principal, interest -------------------------- and except with respect fees hereunder payable to principal of and interest on Loans denominated in Alternative Currencythe Lender, including, without limitation, all payments by any Borrower of principalin connection with Revolving Credit Loans, interest, fees and other Obligations shall be made without condition or reservation or right, in Dollars and in same day immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent the Lender not later than 12:00 Noon 2:00 p.m. (New York City City, New York time) on the date due at the Funding and Payment Office for the due, to such account of Lenders; funds the Lender in Newark, New Jersey, as the Lender may designate. Funds received by Administrative Agent the Lender after that time on such due and date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. Except The Lender shall send a monthly and/or quarterly invoice, as otherwise expressly provided hereinapplicable, to the Borrower reflecting the accrued interest due and owing and all payments by fees due and owing hereunder. The Borrower hereby agrees that on the Business Day that any payment of principal, interest and fees are due, the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to Administrative Agent, for initiate the account transfer of the respective Lenders to which such payment is owedto the Lender; provided, at however, if the applicable Funding and Payment Office in Borrower shall -------- ------- fail to initiate such Alternative Currency and in Same Day Funds not payment no 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 such payment is due and owing to Administrative Agent for the Lender, the Lender shall, and is hereby authorized by the Borrower to, automatically charge a demand deposit account of the Lenders or Issuing Borrower, which account shall be maintained with the 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 at all times throughout 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 term of the Lenders or Issuing Lender, as Revolving Credit Facility. The Borrower's authorization of the case may be, severally agrees Lender to repay to Administrative Agent forthwith charge such account having sufficient funds on demand deposit shall constitute payment of the amount so distributed authorized notwithstanding the Lender's failure to charge said account. Any failure or delay by the Lender in submitting invoices for interest and fee payments shall not discharge or relieve the Borrower of the obligation to make such Lender payments into the demand deposit account or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date to initiate any such amount is distributed to it to but excluding the date transfer of payment to Administrative Agent, at the Overnight Ratepayment.

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 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.

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 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 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 principal of and interest on Loans denominated in Alternative Currency, all All payments by any Borrower of principal, interestinterest and fees hereunder payable to Administrative Agent, fees and other Obligations Lenders or Designated Bid Lenders shall be made in Dollars in same day funds, without defense, setoff condition or reservation of right and free of set-off or counterclaim, free of any restriction or condition, in Dollars 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 City San Francisco time) on the date due at the Funding due; and Payment Office for the account of Lenders; funds received by Administrative Agent after that time on such due and 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 In order to principal and assure timely payment of interest on the Loans denominated in an Alternative Currency and fees pursuant to Section 2.5, Borrower hereby irrevocably authorizes Administrative Agent to directly debit Borrower's demand deposit account with Administrative Agent (Account No. 4233-040799) for payment when due of all such interest and fees payable to Lenders and Designated Bid Lenders. Written notice of the amount and purpose of any such direct debit shall be made given to Borrower by Administrative Agent not less than two (2) Business Days prior to its effective date; provided, however, that Administrative Agent's failure to give such notice shall not affect the 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, for immediately deposit sufficient funds into said account to pay all interest, fees and other related charges due 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 account timely payment by Borrower of the respective Lenders to which full amount of such payment is owedinterest, at fees and related charges or relieve Borrower of its obligations under Section 2.4.5 in respect of any such insufficiency. The statement of the applicable Funding and Payment Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified Loan Account provided by Administrative Agent (of which the applicable to Borrower shall have received at least three (3) Business Days’ advance notice) on show the amounts and 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 Ratedirect 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 expressly 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 account specified below or, with respect to 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 the agreements governing the Blocked Accounts. If Administrative Agent elects to xxxx a Borrower for any amount due hereunder, such amount shall be immediately due and payable with interest thereon as provided for herein and herein. All payments made directly by a Borrower of the Obligations (except with respect to principal of and of, interest on and other amounts relating to Revolving Loans denominated in an Alternative Currency or other payments made or liability incurred by Lenders or Agents hereunder and denominated in an Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations ) shall be made in Dollars in same day fundswithout deduction, without defense, setoff or counterclaim, free of any restriction or condition, counterclaim and in same day funds 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 by wire transfer to IBJSBTC for the credit to an account of Lenders; funds received designated by Administrative Agent after that as "The North Face, Inc. Loan Account" ("Administrative Agent's Account") or at such other place as Administrative Agent may direct from time on such due date shall be deemed to have been paid time by the applicable notice to a Borrower. All payments made directly by a Borrower on the next succeeding Business Day. Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to the principal of, interest on, and interest on 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, for 's Account. Proceeds remitted from the account of Blocked Accounts or otherwise wire transferred to Administrative Agent's Account shall be credited to the respective Lenders to Obligations on the Business Day on 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 receives 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 in Administrative Agent, at the Overnight Rate's Account if received prior to 3:00 p.m. (New York time).