Common use of General Provisions as to Payments Clause in Contracts

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. (Winston-Salem, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-Salem, North Carolina, to the Bank at its address referred to in Section 9.01. (b) Whenever any payment of principal of, or interest on, the Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of fees hereunder, not later than 11:00 A.M. 1:00 P.M. (Winston-SalemAtlanta, North Carolina Georgia time) on the date when due, in Federal or other funds immediately available in Winston-SalemAtlanta, North CarolinaGeorgia, to the Bank Agent at its address referred to in Section 9.0110.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or Money Market Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for Whenever any payment of principal is extended by operation of law or otherwiseinterest on, interest thereon the Euro-Dollar Loans shall be payable due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such extended timeEuro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no Each Bank which is not organized under the laws of the United States or any state thereof agrees, as soon as practicable after receipt by it of a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding or deduction of Taxes are payable in respect of any Advance Taxes imposed by such jurisdiction; provided that if it is unable, for any reason, to establish such exemption, or fee relating theretoto file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall furnish nonetheless remain obligated under the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences terms of the Borrower’s failure to provide evidence of tax payments or tax exemptionimmediately preceding paragraph. In the event the any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.11(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, provided that if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in this Section 2.11(c) shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, on the Loan Loans and of fees hereunder, due hereunder not later than 11:00 A.M. 3:00 p.m. (Winston-Salem, North Carolina Boston time) on the date when due, in Federal funds or other funds immediately available in Winston-Salem, North CarolinaBoston, to the Bank at its address referred to in Section 9.01. (b) 8.01. The Borrower hereby authorizes the Bank to debit its account with the Bank on the date when payment of amounts hereunder is due in the amount of such payments. Whenever any payment of principal of, or interest on, the Advances Loans or of fees or other amounts shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business DayDay and interest shall accrue during such extension. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (cb) All The Borrower agrees that all payments by it hereunder and under any of principal, interest and fees and all the other amounts to Loan Documents shall be made by the Borrower pursuant to this Agreement with respect to any Advance in Dollars, without setoff or fee relating thereto shall be paid counterclaim and free and clear of and without deduction forfor any taxes, and free from, any taxlevies, imposts, leviesduties, dutiescharges, fees, deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or at anytime hereafter imposed or levied by any governmental authority jurisdiction or by any taxing authority political subdivision thereof or taxing or other authority therein (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that unless the Borrower is required compelled by applicable law to make such deduction or withholding. If any such withholding or deduction of Taxes obligation is imposed upon the Borrower with respect to any Advance amount payable by it hereunder or fee or under any of the other amountLoan Documents, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall will pay to the Bank Bank, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amounts amount in Dollars as may shall be necessary in order that the amount received by to enable the Bank after to receive the required withholding or other payment shall equal the same net amount which the Bank would have received on such due date had no such withholding obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Bank certificates or other payment been made. If no withholding valid vouchers for all taxes or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt other charges deducted from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them paid with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid made by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of hereunder or under such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refundother Loan Document.

General Provisions as to Payments. (aA) The Borrower Borrowers shall make each payment of principal of, and interest on, the Loan Advances and of fees hereunder, not later than 11:00 A.M. (Winston-Salem, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-Salem, North Carolina, to the Bank Administrative Agent at its address referred to in Section 9.019.1. Subject to the terms of Section 2.2(D), the Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks; provided that payments of interest shall be distributed by the Administrative Agent within three Domestic Business Days of the date such payment is received by the Administrative Agent for the account of the Banks. (bB) Whenever any payment of principal of, or interest on, the Advances or of fees shall be due on a day which is not a Domestic Business DayDay (including, without limitation, any payments pursuant to Section 2.2(C) and Section 2.2(D)), the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (cC) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers pursuant to this Agreement with respect to any Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the either Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amount, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower Borrowers shall furnish the any Bank, at the such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails Borrowers fail to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower Borrowers hereby agrees agree to compensate the such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s Borrowers’ failure to provide evidence of tax payments or tax exemption. In the event the any Bank receives a refund of any Taxes paid by the Borrower Borrowers pursuant to this Section 2.12, it will pay to the paying Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower Borrowers shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Bank's Loans and of fees hereunder, not later than 11:00 A.M. (Winston-SalemAtlanta, North Carolina Georgia time) on the date when due, in Federal or other funds immediately available in Winston-Salem, North Carolinaat the place where payment is due, to the Bank at its address referred to in Section 9.01set forth on the signature pages hereof. (b) Whenever any payment of principal of, or interest on, the Advances Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of the Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Bank is organized or any political subdivision thereof and, in the case of the Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of the Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance Loan or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s 's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them it with respect to, the tax consequences of the Borrower’s 's failure to provide evidence of tax payments or tax exemption. . A 0004945.01 16 In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.08, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if it at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.08 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of fees hereunder, not later than 11:00 A.M. (Winston-Salem, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemWinston -Salem, North Carolina, to the Bank Agent at its address referred to in in Section 9.01. Subject to the terms of Section 2.02(d), the Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks; provided that payments of interest shall be distributed by the Agent within three Domestic Business Days of the date such payment is received by the Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Revolving Credit Advances or of fees shall be due on a day which is not a Domestic Business DayDay (including, without limitation, any payments pursuant to Sections 2.02(c) and 2.02(d)), the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Revolving Credit Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Revolving Credit Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Revolving Credit Advance or fee relating thereto, the Borrower shall furnish the any Bank, at the such Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel reasonably acceptable to the such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of TaxesTaxes . If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.Section

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. (Winston-SalemCharlotte, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank at its address referred to in Section 9.01. (b) Whenever any payment of principal of, or interest on, the Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime any time hereafter imposed by any governmental authority or by any taxing authority thereof or therein (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. 1:00 P.M. (Winston-SalemCharlotte, North Carolina Carolina, time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank Agent at its address referred to in Section 9.01SECTION 10.01. All payments received by the Agent after 1:00 P.M. (Charlotte, North Carolina, time) on any Business Day shall be deemed to be received on the following Business Day. The Agent will promptly distribute to each Lender its ratable share of each such payment received by the Agent for the account of the Lenders. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for Whenever any payment of principal is extended by operation of law or otherwiseinterest on, interest thereon the Euro-Dollar Loans shall be payable due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such extended timeEuro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower with respect to the Obligations or otherwise (including, without limitation, with respect to the Letter of Credit Obligations) pursuant to this Agreement with respect to any Advance or fee relating thereto shall be paid made free and clear of, and without deduction for, and free fromor withholding for or on account of, any taxcurrent or future income, stamp or other taxes, levies, imposts, levies, duties, deductionscharges, fees, deductions or withholdings of any nature withholdings, now or at anytime hereafter imposed imposed, levied, collected, withheld or assessed by any governmental authority or by any taxing authority thereof or therein, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Agent or any Lender and (ii) any taxes imposed on the Agent or any Lender as a result of a current or former connection between the Agent or such Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (all other than any such connection arising solely from the Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded taxes, levies, imposts, leviesduties, dutiescharges, fees, deductions or withholdings of ("Non-Excluded Taxes") are required to be withheld from any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amount, the Borrower shall pay such deduction or withholding amounts payable to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction Agent or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.any

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of facility fees hereunder, not later than 11:00 A.M. (Winston-SalemBirmingham, North Carolina Alabama time) on the date when due, in Federal or other funds immediately available in Winston-SalemBirmingham, North CarolinaAlabama, to the Bank at its address referred to in Section 9.01. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or the Money Market Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Bank is organized or any political subdivision thereof and, in the case of Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance Loan or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s 's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s 's failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Unless otherwise provided in a FMA Agreement, the Borrower shall make each payment of principal of, and interest on, the Loan and of any fees payable hereunder, not later than 11:00 A.M. (Winston-SalemCharlotte, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank at its address referred to in Section 9.018.01. (b) Whenever Unless otherwise provided in a FMA Agreement, whenever any payment of principal of, or interest on, the Advances Loan or of any fees payable hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance the Loan or fee fees relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of the Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Bank is organized or any political subdivision thereof WCSR 3448952v3 and, in the case of the Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of the Bank’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance the Loan, or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance the Loan or fee fees relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.10, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.10 shall be applicable with respect to any participant, assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such participant, assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Note.

General Provisions as to Payments. (a) The Unless otherwise provided in a FMA Agreement, the Borrower shall make each payment of principal of, and interest on, the Loan Loan, the Letter of Credit Advances, and of facility fees hereunder, not later than 11:00 A.M. (Winston-SalemCharlotte, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank at its address referred to in Section 9.018.01. (b) Whenever Unless otherwise provided in a FMA Agreement, whenever any payment of principal of, or interest on, the Loan, Letter of Credit Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance the Loan, Letter of Credit Advances, or fee fees relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of the Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Bank is organized or any political subdivision thereof and, in the case of the Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of the Bank’s applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance the Loan, Letter of Credit Advances or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance the Loan, Letter of Credit Advances or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.11, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.11 shall be applicable with respect to any participant, assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such participant, assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Note.

General Provisions as to Payments. (a) The Borrower shall make each payment Payment of principal of, of and interest on, on the Loan Loans and of fees hereunder, and all other amounts due hereunder shall be made not later than 11:00 A.M. 2:00 p.m. (Winston-Salem, North Carolina Boston time) on the date when due, in Federal or other funds immediately available in Winston-Salem, North CarolinaBoston, to the Bank at its address referred to in Section 9.01. (b) . Whenever any payment of principal of, or interest on, the Advances Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business DayDay and interest shall accrue during such extension. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (cb) All Each Borrower agrees that payments by such Borrower hereunder and under any of principal, interest and fees and all the other amounts to Loan Documents shall be made by the Borrower pursuant to this Agreement with respect to any Advance without setoff or fee relating thereto shall be paid counterclaim and free and clear of and without deduction forfor any taxes, and free from, any taxlevies, imposts, leviesduties, dutiescharges, fees, deductions, withholdings, compulsory loans, restrictions or withholdings conditions of any nature now or at anytime hereafter imposed or levied by any governmental authority jurisdiction or by any taxing authority political subdivision thereof or taxing or other authority therein (all unless such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required compelled by applicable law to make such deduction or withholding. If any such withholding obligation (other than one arising with respect to taxes based on or deduction measured by the income or profits of Taxes the Bank) is imposed upon any Borrower with respect to any Advance amount payable by it hereunder or fee or under any of the other amountLoan Documents, the such Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall will pay to the Bank on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amounts amount in U.S. dollars as may shall be necessary in order that the amount received by to enable the Bank after to receive the required withholding or other payment shall equal the same net amount which the Bank would have received on such due date had no such withholding obligation been imposed upon such Borrower. Each Borrower will deliver promptly to the Bank certificates or other payment been made. If no withholding valid vouchers for all taxes or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt other charges deducted from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them paid with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments made by such Borrower hereunder or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of under such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refundother Loan Document.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. a.m. (Winston-SalemCharlotte, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank Administrative Agent at its address referred to in Section 9.01. The Administrative Agent will promptly distribute to each Bank its ratable share of each such payment received by the Administrative Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or of fees shall be due on a day which that is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day that is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law Applicable Law to make any such withholding or deduction of Taxes with respect to any Advance or Loan, fee or other amount, or any such Loan, fee or other amount is subject to Taxes payable by any Bank, the Borrower shall pay such amount, deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no payment, withholding or deduction of Taxes are is payable in respect of any Advance Loan or fee relating thereto, the Borrower shall furnish the any Bank, at the such Bank’s 's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the such Bank, in either case stating that such payments are exempt from or not subject to payment, withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s 's failure to provide evidence of tax payments or tax exemption. (d) Any Bank that is not organized under the laws of the United States or a state thereof (a "Foreign Bank") that is entitled to an exemption from or reduction in U.S. Federal withholding tax shall deliver to the Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent versions thereof or successors thereto, or, in the case of a Foreign Bank claiming exemption from in U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," (i) a Form W-8BEN, or any subsequent versions thereof or successors thereto and (ii) a certificate representing that such Foreign Bank is not (A) a bank for purposes of Section 881(c) of the Code, (B) is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and (C) is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Foreign Bank claiming, as applicable, complete exemption from or reduced rate of, U.S. Federal withholding Tax on payments by the Borrower under this Agreement and the other Loan Documents, or in the case of a Foreign Bank claiming exemption for "portfolio interest" certifying that it is not a foreign corporation, partnership, estate or trust. Such forms shall be delivered by each Foreign Bank on or before the date it becomes a party to this Agreement (or, in the case of a transferee that is a participation holder, on or before the date such participation holder becomes a transferee hereunder) and on or before the date, if any, such Foreign Bank changes its applicable lending office by designating a different lending office (a "New Lending Office"). In addition, each Foreign Bank shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Bank. (e) Upon the request of the Borrower, any Bank that is not a Foreign Bank shall deliver to the Borrower two copies of United States Internal Revenue Service Form W-9 or any subsequent versions thereof or successors thereto, properly completed and duly executed. If any Bank fails to deliver Form W-9 or any subsequent versions thereof or successors thereto as required herein, then the Borrower may withhold from any payment to such party an amount equivalent to the applicable backup withholding Tax imposed by the Code, without reduction. (f) The Borrower shall not be required to indemnify any Bank or to pay any additional amounts to any Bank in respect of U.S. Federal withholding tax pursuant to Section 2.12 (d) or Section 2.12 (e) to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with the provisions of such Sections. Should a Bank become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall, at such Bank's expense, take such steps as such Bank shall reasonably request to assist such Bank to recover such Taxes. (g) Each of the Banks agrees that upon the occurrence of any circumstances entitling such Bank to indemnification or additional amounts pursuant to this Section, such Bank shall use reasonable efforts to take any action (including designating a new lending office and signing any prescribed forms or other documentation appropriate in the circumstances) if such action would reduce or eliminate any Tax (including penalties or interest, as applicable) with respect to which such indemnification or additional amounts may thereafter accrue; provided that a Bank shall not be required to take any such action if it shall determine in its sole discretion that doing so would be materially disadvantageous to its interests. (h) In the event the any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. (i) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes. (j) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks 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 reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent on such date, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate for the first three (3) Domestic Business Days after the date such payment is due and at the Base Rate thereafter.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. 10:00 a.m. (Winston-Salem, North Carolina timelocal time of the Agent) on the date when due, in Federal or other funds immediately available in Winston-Salem, North Carolina, to the Bank Agent at its address referred to in Section 9.0113. The Agent will promptly distribute to each Lender (and, following the occurrence and during the continuance of an Event of Default, for application by such Lender against amounts owing to such Lender by the Borrower in such order as such Lender shall elect) its ratable share of each such payment received by the Agent for the account of the Lenders. (b) Whenever any payment of principal of, or interest onon the Prime Rate Advances, the Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made paid by the Borrower pursuant to this Agreement with respect to any Advance Advance, or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime any time hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding taxes imposed on or measured by a Lender's net income (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank Agent in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank each Lender additional amounts as may be necessary in order that the amount received by the Bank that Lender after the required withholding or other payment shall equal the amount the Bank that Lender would have received had no such withholding or other payment been made. If no withholding Without limiting the foregoing, Borrower agrees to indemnify and hold harmless each Lender and the Agent for the full amount of all Taxes paid by such Lender or deduction of Taxes are payable in the Agent, as the case may be, and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from whether or not subject to withholding such Taxes were correctly or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemptionlegally asserted. In the event the Bank any Lender receives a refund subsequent recovery of any Taxes paid by for which it has received payment from the Borrower pursuant to under this Section 2.123.19, it will such Lender shall promptly pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at recovery to the Borrower. Without prejudice to the survival of any time thereafter it is required to return such refundother agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Lenders contained in this Section 3.19(c) constitute a continuing agreement and shall promptly repay to it survive the amount termination of such refundthis Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan Revolving Credit Loans and of Reimbursement Obligations and commitment fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. a.m. (Winston-SalemMcLean, North Carolina Virginia time) on the date when due, in Federal or other funds immediately available in Winston-SalemMcLean, North CarolinaVirginia, to the Bank Lender at its address referred to in Section 9.01. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for Whenever any payment of principal is extended by operation of law or otherwiseinterest on, interest thereon the LIBOR Rate Loans shall be payable due on a day which is not a Business Day, the date for such payment thereof shall be extended timeto the next succeeding Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance Revolving Credit Loan, Reimbursement Obligation or fee relating thereto shall be paid without deduction for, and free from, any taxtaxes, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of the Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof and, in the case of the Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of the Lender's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank Lender additional amounts as may be necessary in order that the amount received by the Bank Lender after the required withholding or other payment shall equal the amount the Bank Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank Lender receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.12(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, provided that if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Lender contained in this Section 2.12(c) shall constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Note.

General Provisions as to Payments. (a) The Borrower --------------------------------- shall make each payment of principal of, and interest on, the Loan Loans and of fees hereunder, not later than 11:00 A.M. (Winston-SalemAtlanta, North Carolina Georgia time) on the date when due, in Federal or other funds immediately available in Winston-SalemAtlanta, North CarolinaGeorgia, to the Bank Agent at its address referred to in Section 9.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for Whenever any payment of principal is extended by operation of law or otherwiseinterest on, interest thereon the Euro-Dollar Loans shall be payable due on a day which is not a Euro- Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such extended timeEuro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance Loan or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance Loan or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no Each Bank which is not organized under the laws of the United States or any state thereof agrees, as soon as practicable after receipt by it of a request by the Borrower to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments of principal and interest under this Agreement and the Notes without deduction and free from withholding or deduction of Taxes are payable in respect of any Advance Taxes imposed by such jurisdiction; provided that if it is ------------- unable, for any reason, to establish such exemption, or fee relating theretoto file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrower shall furnish nonetheless remain obligated under the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences terms of the Borrower’s failure to provide evidence of tax payments or tax exemptionimmediately preceding paragraph. In the event the any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.11(c), it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, provided that if at any ------------- time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and the Banks contained in this Section 2.11(c) shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Borrower --------------------------------- shall make each payment of principal of, and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. (Winston-SalemGreenville, North South Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemGreenville, North South Carolina, to the Bank Agent at its address referred to in Section 9.01. Subject to the terms of Section 2.02(d), the Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks; provided that payments of interest shall be distributed by the Agent within three Domestic Business Days of the date such payment is received by the Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Advances, Swing Line Advances or of fees shall be due on a day which is not a Domestic Business DayDay (including, without limitation, any payments pursuant to Sections 2.02(c) and 2.02(d)), the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance, Swing Line Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance, Swing Line Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance, Swing Line Advance or fee relating thereto, the Borrower shall furnish the any Bank, at the such Bank’s 's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s 's failure to provide evidence of tax payments or tax exemption. In the event the any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time -------- ------- thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions (i) shall be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and shall survive the termination of this Agreement and the payment in full or cancellation of the Notes.

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. (Winston-Salem, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-Salem, North Carolina, to the Bank Agent at its address referred to in Section 9.01. Subject to the terms of Section 2.02(d), the Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks; provided that payments of interest shall be distributed by the Agent within three Domestic Business Days of the date such payment is received by the Agent for the account of the Banks. (b) Whenever any payment of principal of, or interest on, the Advances, Swing Line Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance, Swing Line Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Bank, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank's applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance, Swing Line Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the any Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the such Bank additional amounts as may be necessary in order that the amount received by the such Bank after the required withholding or other payment shall equal the amount the such Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance, Swing Line Advance or fee relating thereto, the Borrower shall furnish the any Bank, at the such Bank’s 's request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the such Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the such Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s 's failure to provide evidence of tax payments or tax exemption. In the event the any Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.12, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.12 shall be applicable with respect

General Provisions as to Payments. (a) The Borrower Borrowers shall make each payment of principal of, and interest on, the Loan Loans and of fees hereunder, without any setoff, counterclaim or any deduction whatsoever, not later than 11:00 A.M. (Winston-SalemCharlotte, North Carolina Carolina, time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank Agent at its address referred to in Section 9.01SECTION 10.01. All payments received by the Agent after 11:00 A.M. (Charlotte, North Carolina, time) on any Business Day shall be deemed to be received on the following Business Day. The Agent will promptly distribute to each Lender its ratable share of each such payment received by the Agent for the account of the Lenders. (b) Whenever any payment of principal of, or interest on, the Advances Base Rate Loans or of fees hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for Whenever any payment of principal is extended by operation of law of, or otherwiseinterest on, interest thereon the Euro-Dollar Loans shall be payable due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such extended timeEuro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower Borrowers with respect to the Obligations or otherwise (including, without limitation, with respect to the Letter of Credit Obligations) pursuant to this Agreement with respect to any Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime hereafter imposed by any governmental authority or by any taxing authority thereof or therein excluding in the case of each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's applicable Lending Office or any political subdivision thereof (all such non-non- excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “"Taxes”"). In the event that the Borrower is Borrowers are required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amountof the Obligations, the Borrower Borrowers shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank any Lender in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank such Lender additional amounts as may be necessary in order so that the amount received by the Bank such Lender after the required withholding or other payment shall equal the amount the Bank such Lender would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of to any Advance or fee relating theretoObligations, the Borrower Borrowers shall furnish the Bankany Lender, at the Bank’s such Lender's reasonable request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Banksuch Lender, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails Borrowers fail to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower Borrowers hereby agrees agree to compensate the Bank such Lender for, and indemnify them with respect to, the tax consequences of the Borrower’s Borrowers' failure to provide evidence of tax payments or tax exemption. Before making any claim pursuant to this SECTION 2.12(c), such Lender shall designate a different Lending Office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (d) Each Lender which is not organized under the laws of the United States or any state thereof agrees, as soon as practicable after receipt by it of a request by the Borrowers to do so, to file all appropriate forms and take other appropriate action to obtain a certificate or other appropriate document from the appropriate governmental authority in the jurisdiction imposing the relevant Taxes, establishing that it is entitled to receive payments with respect to the Obligations and interest thereon under this Agreement and the Notes without deduction and free from withholding of any Taxes imposed by such jurisdiction; provided that if it is unable, for any reason, to establish such exemption, or to file such forms and, in any event, during such period of time as such request for exemption is pending, the Borrowers shall nonetheless remain obligated under the terms of the immediately preceding paragraph. (e) In the event the Bank any Lender receives a refund of any Taxes paid by the Borrower Borrowers pursuant to this Section SECTION 2.12, it will pay to the Borrower Borrowers the amount of such refund promptly upon receipt thereof; provided, however, provided that if at any time thereafter it is required to return such refund, the Borrower Borrowers shall promptly repay to it the amount of such refund. (f) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers and the Lenders contained in this SECTION 2.12 shall be applicable with respect to any Participant, Assignee or other Transferee, and any calculations required by such provisions shall (i) be made based upon the circumstances of such Participant, Assignee or other Transferee, and (ii) constitute a continuing agreement and survive the termination of this Agreement and the payment in full or cancellation of the Notes. (g) Prior to the existence of an Event of Default and application of monies pursuant to SECTION 2.12(h), all payments made by the Borrowers in payment of the Obligations shall be allocated among the Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to the Lenders in accordance with their Commitment Percentage unless otherwise provided herein) as specified by the Borrowers; provided, however, that during such time that the provisions of SECTION 2.15(a)(ii) are applicable, they shall be applied in the following order, except to the extent SECTION 2.11(b) is applicable (in each case, until all Obligations within each category itemized in this paragraph (g) below are fully paid): (i) first, to the Agent for the benefit of the Lenders in payment of accrued interest then due and payable in respect of the Loans; (ii) second, to Wachovia toward payment of principal of Settlement Loans then due and payable; (iii) third, ratably, to payment of principal of (A) the Loans, (B) any obligations owing to any Lender with respect to any Interest Rate Protection Agreements up to the amount set forth in clause (c) of the definition of Obligations and (C) any obligations owing to any Lender with respect to any ForEx Obligations, in any event with respect to (A), (B) or (C) to the extent then due and payable; (iv) fourth, to the Lenders for any amounts then owed by the Borrowers under indemnification obligations under the Credit Documents that the Lenders have paid to the Agent and, with respect to any expenses under the Credit Documents, that the Lenders have reimbursed to the Agent; (v) fifth, to the Agent to pay any amounts then owed by the Borrowers under indemnification obligations under the Credit Documents that have not been paid to the Agent by the Lenders or the Borrowers, together with interest accrued thereon; (vi) sixth, to the Agent to pay any fees then due and payable to Agent; (vii) seventh, to the Agent first, and then to the Lenders, to pay the amount of expenses that have not been reimbursed, respectively, to the Agent or the Lenders by the Borrowers (or the other Lenders, as applicable) in accordance with the terms of this Agreement, together with any interest accrued thereon; (viii) eighth, to the payment of Fees then payable (A) first with respect to any outstanding Letter of Credit Obligations then due and owing, then (B) second with respect to ForEx Obligations; (ix) ninth, to payment of the Reimbursement Obligations and Special Foreign Guarantees then due and payable; (x) tenth, to the Lenders in payment of accrued interest then due and payable in respect of any Obligations other than the Loans then outstanding; and (xi) lastly, to any other Obligations then due and payable. (h) During the existence of an Event of Default and at all times thereafter that the Obligations have become due and payable, all monies to be applied to the Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to acceleration of the Loans or realized from any disposition of Collateral, shall be allocated among the Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to the Lenders in accordance with their Commitment Percentage unless otherwise provided herein) in the following order (in each case, until all Obligations within each category itemized in this paragraph (h) below are fully paid): (i) first, to the Agent to pay principal and accrued interest on any portion of the Revolving Loans which Agent may have advanced on behalf of any Lenders and for which Agent has not been reimbursed by such Lender or the Borrowers; (ii) second, to Wachovia to pay the principal and accrued interest on any portion of the Settlement Loans outstanding; (iii) third, to the Agent first, and then to the Lenders, to pay the amount of expenses that have not been reimbursed, respectively, to the Agent or the Lenders by the Borrowers (or the other Lenders, as applicable) in accordance with the terms of this Agreement, together with any interest accrued thereon; (iv) fourth, to the Agent to pay any amounts owed under indemnification obligations that have not been paid to Agent by the Lenders or the Borrowers, together with interest accrued thereon; (v) fifth, to the Agent to pay any fees due and payable to Agent; (vi) sixth, to the Lenders for any amounts owed under indemnification obligations that they have paid to the Agent and for any expenses that they have reimbursed to the Agent; (vii) seventh, to the payment of Fees payable (A) first with respect to Letter of Credit Obligations, then (B) second with respect to ForEx Obligations; (viii) eighth, as cash collateral for any Letter of Credit Obligations equal to 110% of the undrawn amount thereof; (ix) ninth, to payment of the Reimbursement Obligations and Special Foreign Guarantees; (x) tenth, to the Lenders in payment of accrued interest then due and payable in respect of the Loans and any other Obligations then outstanding; (xi) eleventh,ratably, to payment of principal of (A) the Loans and (B) any obligations owing to any Lender with respect to any Interest Rate Protection Agreements up to the amount set forth in clause (c) of the definition of Obligations, and (C) any obligations owing to any Lender with respect to any ForEx Obligations; and (xii) lastly, to any other Obligations then due and payable. The allocations set forth in this SECTION 2.12(h) are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of the Borrowers or any other Person. (i) The Borrowers hereby authorize and directs the Agent in the event that Borrowers have not timely made payment thereto, and each Lender hereby authorizes and directs the Agent, to advance Revolving Loans (pro rata for each Lender) for the amount due when the same becomes due (whether on a Domestic Business Day or on a day which is not a Domestic Business Day) with respect to any interest or fees on any of the Loans, subject to the terms and conditions of this Agreement; provided, however, in no event shall the Agent be obligated to make any such Loans at any time, and the Borrowers agree that they remain obligated to make any such payments when due; provided, further, that the Agent will promptly notify the Borrowers in the event the Agent does not make any such payments of interest or fees by advancing Revolving Loans, unless the Agent has notified the Borrowers that the Agent will no longer make such advances of Revolving Loans for the payment of interest and fees on any of the Loans. Unless the Agent shall have received a Notice of Borrowing on a timely basis prior to any such due date requesting a Euro-Dollar Loan, subject to the terms of this Agreement, any Loan advanced by the Agent under this SECTION 2.12(i) shall be advanced as a Base Rate Loan

General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on, the Loan and of fees hereunder, not later than 11:00 A.M. (Winston-SalemCharlotte, North Carolina time) on the date when due, in Federal or other funds immediately available in Winston-SalemCharlotte, North Carolina, to the Bank at its address referred to in Section 9.018.01. (b) Whenever any payment of principal of, or interest on, the Advances or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (c) All payments of principal, interest and fees and all other amounts to be made by the Borrower pursuant to this Agreement with respect to any Advance or fee relating thereto shall be paid without deduction for, and free from, any tax, imposts, levies, duties, deductions, or withholdings of any nature now or at anytime any time hereafter imposed by any governmental authority or by any taxing authority thereof or therein (all such non-excluded taxes, imposts, levies, duties, deductions or withholdings of any nature being “Taxes”). In the event that the Borrower is required by applicable law to make any such withholding or deduction of Taxes with respect to any Advance or fee or other amount, the Borrower shall pay such deduction or withholding to the applicable taxing authority, shall promptly furnish to the Bank in respect of which such deduction or withholding is made all receipts and other documents evidencing such payment and shall pay to the Bank additional amounts as may be necessary in order that the amount received by the Bank after the required withholding or other payment shall equal the amount the Bank would have received had no such withholding or other payment been made. If no withholding or deduction of Taxes are payable in respect of any Advance or fee relating thereto, the Borrower shall furnish the Bank, at the Bank’s request, a certificate from each applicable taxing authority or an opinion of counsel acceptable to the Bank, in either case stating that such payments are exempt from or not subject to withholding or deduction of Taxes. If the Borrower fails to provide such original or certified copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to compensate the Bank for, and indemnify them with respect to, the tax consequences of the Borrower’s failure to provide evidence of tax payments or tax exemption. In the event the Bank receives a refund of any Taxes paid by the Borrower pursuant to this Section 2.122.13, it will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided, however, if at any time thereafter it is required to return such refund, the Borrower shall promptly repay to it the amount of such refund.