Common use of Manner and Time of Payment Clause in Contracts

Manner and Time of Payment. All payments by Borrower of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in the currency of such Obligations, in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Agent not later than 3:00 P.M. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, on the date due at the Funding and Payment Office for the account of Lenders. Funds received by Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

Manner and Time of Payment. All Except as provided in the immediately succeeding sentence with respect to UK Revolving Loans and in subsection 2.7C or 2.8E, all payments by Borrower of principal, interest, interest and fees and other Obligations hereunder and under the Notes Loans by Borrowers shall be made in the currency of such Obligations, in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Domestic Funding and Payment Office for the account of Lenders. Funds , in Dollars (except for payments in respect of the French Tranche C2 Term Loans, which shall be made in Euros); funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. In order All payments with respect to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make UK Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which by UK Borrowers shall be made as Base Rate Loanswithout defense, setoff, counterclaim or other deduction (except to the extent required by law) available and in Same Day Funds and delivered to Agent, in same day funds, at the Funding and Payment Office, UK Administrative Agent not later than 1:00 P.M. 12:00 noon (New York London time) on the date requested due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by Agent, and Borrower and Lenders hereby authorize Agent, whether or not UK Administrative Agent after the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower applicable time shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made paid by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii)relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall deliver prompt notice distribute to Borrower each Lender having a UK Lending Office its Pro Rata Share of the amount of Revolving Loans made pursuant so received to this subsection 2.4C together with copies of such Lender’s UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amountsLenders. In addition, Company and each Borrower hereby authorizes authorize Administrative Agent and the UK Administrative Agent to charge its their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest, interest and fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. All Except as provided in the immediately succeeding sentence with respect to UK Loans and in subsection 2.7C or 2.8E, all payments by Borrower of principal, interest, interest and fees and other Obligations hereunder and under the Notes Loans by Borrowers shall be made in the currency of such Obligations, in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Domestic Funding and Payment Office for the account of Lenders. Funds , in Dollars; funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. In order All payments with respect to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving UK Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which by UK Borrowers shall be made as Base Rate Loanswithout defense, setoff, counterclaim or other deduction (except to the extent required by law) available and in Same Day Funds and delivered to Agent, in same day funds, at the Funding and Payment Office, UK Administrative Agent not later than 1:00 P.M. 12:00 noon (New York London time) on the date requested due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by Agent, and Borrower and Lenders hereby authorize Agent, whether or not UK Administrative Agent after the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower applicable time shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made paid by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii)relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall deliver prompt notice distribute to Borrower each Lender having a UK Lending Office its Pro Rata Share of the amount of Revolving Loans made pursuant so received to this subsection 2.4C together with copies of such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amountsLenders. In addition, Company and each Borrower hereby authorizes authorize Administrative Agent and the UK Administrative Agent to charge its their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest, interest and fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); PROVIDED that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. All payments by Borrower of principal, interestinterest and fees hereunder payable to Administrative Agent, fees and other Obligations hereunder and under the Notes Lenders or Designated Bid Lenders shall be made in the currency without condition or reservation of such Obligations, in same day funds, without defense, setoff right and free of set-off or counterclaim, free in Dollars and by wire transfer (pursuant to Administrative Agent's written wire transfer instructions) of any restriction or conditionimmediately available funds, and delivered to Agent not later than 3:00 P.M. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Administrative Agent, with respect to Loans denominated in Approved Foreign Currencies, on the date due at the Funding and Payment Office for the account of Lenders. Funds each Lender and Designated Bid Lender, not later than 11:00 a.m. (San Francisco time) on the date due; and funds received by Administrative Agent after that time on such due and date shall be deemed to have been paid by Borrower on the next succeeding Business Day. In order to effect assure timely payment of any interest, fees, commissions or other amounts due hereunderinterest on the Loans and fees pursuant to Section 2.5, Borrower hereby irrevocably authorizes Administrative Agent to request Daily Funding Lender directly debit Borrower's demand deposit account with Administrative Agent (Account No. 4233-040799) for payment when due of all such interest and fees payable to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount Lenders and Designated Bid Lenders. Written notice of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding purpose of any such Revolving Loans direct debit shall be given to Borrower by Daily Funding Lender in accordance with Administrative Agent not less than two (2) Business Days prior to its effective date; provided, however, that Administrative Agent's failure to give such notice shall not affect the provisions of this subsection 2.4C(i)validity of, or Borrower's authorization of, such debit. In the event any direct debit hereunder is returned for insufficient funds, Borrower shall have effected Revolving Loans hereundershall, which Revolving Loans shall for upon notice from Administrative Agent, immediately deposit sufficient funds into said account to pay all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses other related charges due hereunder (subject and owing to sufficient Lenders and Designated Bid Lenders; provided, however, that any such insufficiency of funds being available in said account shall not excuse or delay the timely payment by Borrower of the full amount of such interest, fees and related charges or relieve Borrower of its accounts for that purpose)obligations under Section 2.4.5 in respect of any such insufficiency. The statement of the Loan Account provided by Administrative Agent to Borrower shall show the amounts and dates of such direct debits.

Manner and Time of Payment. All Except as provided in the immediately succeeding sentence with respect to UK Revolving Loans and in subsection 2.7C or 2.8E, all payments by Borrower of principal, interest, interest and fees and other Obligations hereunder and under the Notes Loans by Borrowers shall be made in the currency of such Obligations, in same day funds, without defense, setoff setoff, counterclaim or counterclaim, free of any restriction or condition, other deduction and in Same Day Funds and delivered to Administrative Agent not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Domestic Funding and Payment Office for the account of Lenders. Funds , in Dollars; funds received by Administrative Agent after that the applicable time on such due date shall be deemed to have been paid by the relevant Borrower on the next succeeding Business Day. In order All payments with respect to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make UK Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which by UK Borrowers shall be made as Base Rate Loanswithout defense, setoff, counterclaim or other deduction (except to the extent required by law) available and in Same Day Funds and delivered to Agent, in same day funds, at the Funding and Payment Office, UK Administrative Agent not later than 1:00 P.M. 12:00 noon (New York London time) on the date requested due at the UK Funding and Payment Office for the account of Lenders, in Dollars; funds received by Agent, and Borrower and Lenders hereby authorize Agent, whether or not UK Administrative Agent after the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower applicable time shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made paid by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii)relevant Borrower on the next succeeding Business Day. UK Administrative Agent shall deliver prompt notice distribute to Borrower each Lender having a UK Lending Office its Pro Rata Share of the amount of Revolving Loans made pursuant so received to this subsection 2.4C together with copies of such Lender's UK Lending Office and shall transfer the remaining balance to Administrative Agent for distribution to all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amountsLenders. In addition, Company and each Borrower hereby authorizes authorize Administrative Agent and the UK Administrative Agent to charge its their accounts with Administrative Agent or the UK Administrative Agent, as the case may be, in order to cause timely payment to be made to Administrative Agent or the UK Administrative Agent, as the case may be, of all principal, interest, interest and fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); provided that Administrative Agent or the UK Administrative Agent, as the case may be, shall give Company or the Borrower whose accounts are being so charged notice of such charges prior thereto or as soon as reasonably practicable thereafter.

Manner and Time of Payment. All Except as expressly provided for herein and except with respect to principal of and interest on Loans denominated in Alternative Currency, all payments by any Borrower of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Funding and Payment Office for the account of Lenders. Funds ; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by the applicable Borrower on the next succeeding Business Day. In order Except as otherwise expressly provided herein, all payments by any Borrower hereunder with respect to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving principal and interest on Loans for its own account (subject to settlement pursuant to subsection 2.1D) denominated in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which an Alternative Currency shall be made as Base Rate Loans) available to Administrative Agent, in same day fundsfor the account of the respective Lenders to which such payment is owed, at the applicable Funding and Payment Office, Office in such Alternative Currency and in Same Day Funds not later than 1:00 P.M. the Applicable Time specified by Administrative Agent (New York timeof which the applicable Borrower shall have received at least three (3) Business Days’ advance notice) on the date requested by Agentdates specified herein. Without limiting the generality of the foregoing, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of Administrative Agent may require that any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of payments due under this Agreement be deemed made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrowers shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Unless Administrative Agent shall have received notice from a Borrower prior to have been the date on which any payment is due to Administrative Agent for the account of the Lenders or Issuing Lender hereunder that such Borrower will not make such payment, Administrative Agent may assume that such Borrower has made by Daily Funding Lender pursuant to and such payment on such date in accordance with herewith and may, in reliance upon such assumption, distribute to the provisions of subsection 2.1C(ii)Lenders or Issuing Lender, as the case may be, the amount due. Agent shall deliver prompt notice to In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principalAdministrative Agent, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose)at the Overnight Rate.

Manner and Time of Payment. All payments by Borrower Borrowers of principal, interest, fees and other Obligations hereunder and ---------------------------- under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Agent not later than 3:00 P.M. 1:00 p.m. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Funding and Payment Office for the account of Lenders. Funds received by Agent after that time on such due date shall be deemed to have been paid by Borrower Borrowers on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower Borrowers hereby authorizes authorize Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that -------- Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of ----- Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower Borrowers and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower Borrowers hereby agrees agree that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower Borrowers shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower Borrowers of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower Borrowers hereby authorizes authorize Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

Manner and Time of Payment. All payments by Borrower Borrowers of -------------------------- principal, interest, fees and other Obligations hereunder and under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Agent not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, Time) on the date due at the Funding and Payment Office for the account of Lenders. Funds received by Agent after that time on such due date shall be deemed to have been paid by Borrower Borrowers on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower Borrowers hereby authorizes authorize Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effectusage. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) Loans available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower Borrowers and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower Borrowers hereby agrees agree that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower Borrowers shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower Borrowers of the amount of Revolving Loans made pursuant to this subsection 2.4C 2.4C(i), together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower Borrowers hereby authorizes authorize Agent to charge its their accounts with Administrative Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

Manner and Time of Payment. (a) All payments by any Borrower of principal, interest, fees and other Obligations hereunder (other than as provided in clauses (b) and under the Notes (c) below) on any Loans shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 3:00 P.M. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Domestic Funding and Payment Office for the account of Lenders. Funds ; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Each Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); (b) All payments by Offshore Borrower of principal of and interest on any Offshore Revolving Loans, Additional Offshore Revolving Loans or New Term Loans denominated in an Offshore Currency shall be made in same day funds, in such Offshore Currency, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent at its Offshore Funding and Payment Office not later than 3:00 P.M. (London time), on the date due; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day; and (c) So long as no Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loan shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Swing Line Lender not later than 4:00 P.M. (New York City time) on the date due at the Swing Line Funding and Payment Office; funds received by Swing Line Lender after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. If an Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loans shall be made in accordance with clause (a) above.

Manner and Time of Payment. In its sole discretion, Administrative Agent may charge interest and other amounts payable hereunder to the Revolving Loan, all as set forth on Administrative Agent's books and records. Unless otherwise directed by Administrative Agent, all payments to Lenders hereunder shall be made by delivery thereof to Administrative Agent to the account specified below or, with respect to the Revolving Loan only, by delivery to Administrative Agent of all proceeds of Accounts or other Collateral deposited in the Blocked Accounts in accordance with Section 5.6 hereof, but subject to the terms of such subsection and the agreements governing the Blocked Accounts. If Administrative Agent elects to xxxx a Borrower for any amount due hereunder, such amount shall be immediately due and payable with interest thereon as provided herein. All payments made directly by a Borrower of principalthe Obligations (except with respect to principal of, interest, fees interest on and other Obligations amounts relating to Revolving Loans denominated in an Alternative Currency or other payments made or liability incurred by Lenders or Agents hereunder and under denominated in an Alternative Currency) shall be made in Dollars without deduction, defense, setoff or counterclaim and in same day funds and delivered to Administrative Agent by wire transfer to IBJSBTC for credit to an account designated by Administrative Agent as "The North Face, Inc. Loan Account" ("Administrative Agent's Account") or at such other place as Administrative Agent may direct from time to time by notice to a Borrower. All payments made directly by a Borrower with respect to the Notes principal of, interest on, and other amounts relating to Revolving Loans or any other Obligations denominated in an Alternative Currency shall be made in the currency of Alternative Currency in which such ObligationsObligations were incurred, without deduction, defense, set off or counterclaim and in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, funding and delivered to Administrative Agent not later than 3:00 P.M. (New York City time), with respect by wire transfer to Loans denominated in U.S. Dollars, and at such local times in Administrative Agent's Account. Proceeds remitted from the countries of settlement as specified from time Blocked Accounts or otherwise wire transferred to time by Administrative Agent's Account shall be credited to the Agent, with respect to Loans denominated in Approved Foreign Currencies, Obligations on the date due at the Funding and Payment Office for the account of Lenders. Funds Business Day on which Administrative Agent receives immediately available funds in Administrative Agent's Account if received by Agent after that time on such due date shall be deemed prior to have been paid by Borrower on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. 3:00 p.m. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

Manner and Time of Payment. All payments by any Borrower of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Agent Agent, not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, Local Time) on the date due at the Funding and Payment Office for the account of such Lenders. Funds received by Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, each Borrower hereby authorizes Agent to request Daily the Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided PROVIDED that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, : (a) the aggregate outstanding principal amount Total Utilization of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus for all Borrowers at any time exceeds the Letter of Credit Usage, or Maximum Permitted Revolving Loan Commitments; (b) the Total Utilization of Revolving Loan Commitments would exceed for Company and Xxxx UK at any time exceeds the Consolidated Borrowing Base US/UK Revolving Loan Commitments then in effect; (c) the Total Utilization of Revolving Loan Commitments for Xxxx Japan at any time exceeds the Japanese Revolving Loan Commitments then in effect; (d) the Total Utilization of Revolving Loan Commitments for Company exceeds $100,000,000; and (5) the Total Utilization of Revolving Loan Commitments for Xxxx UK exceeds $100,000,000. Daily Such Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, Agent in same day funds, at the Funding and Payment Office, Office not later than 1:00 P.M. (New York timeLocal Time) on the date requested by Agent, Agent and Borrower Borrowers and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Each Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily the applicable Funding Lender in accordance with the provisions of this subsection 2.4C(i), such Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily the Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to the Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided PROVIDED that Agent shall give notice to the Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, each Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). Each Agent shall promptly notify Administrative Agent of all such payments received by such Agent.

Manner and Time of Payment. (i) All payments by Borrower of -------------------------- principal, interest, Reimbursement Obligations and fees and other Obligations hereunder and under or any Letter of Credit payable to the Notes Lenders shall be made in the currency without condition or reservation of such Obligationsright, in same day Dollars and in immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent at the Administrative Agent's Payment Office not later than 3:00 P.M. 1:00 p.m. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Funding due; and Payment Office for the account of Lenders. Funds funds received by the Administrative Agent after that time on such due and date shall be deemed to have been paid and received by Borrower the Administrative Agent on the next succeeding Business Day. In order Payments actually received by the Administrative Agent for the account of the Lenders shall be paid to effect timely them promptly in like funds after receipt thereof by the Administrative Agent. (ii) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment of any interestis due to the Lenders hereunder that the Borrower will not make such payment in full, feesthe Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, commissions or other amounts and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal date an amount equal to the amount then due such interest, fees, commissions or other amounts; provided that Agent Lender. If and to the extent the Borrower shall not have so made such payment in full to the right to request such Revolving Loans ifAdministrative Agent, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding each Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly repay to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon Administrative Agent forthwith on demand the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower excess of the amount distributed to such Lender over the amount, if any, paid by the Borrower for the account of Revolving Loans made pursuant to this subsection 2.4C such Lender, together with copies of all invoices or other statements evidencing interest thereon at the feesFederal Funds Rate, commissions or other amounts due hereunder (other than interest) paid with for each day from the proceeds of date such Revolving Loansamount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent; provided provided, however, that Agent if any Lender shall give notice -------- ------- fail to Borrower five days in advance of the making of any repay such Revolving Loans for the amount within three Business Days after demand therefor, such Lender shall, from and after such third Business Day until payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be is made to Agent of all principalthe Administrative Agent, interest, fees and expenses due hereunder (subject pay interest thereon at a rate per annum equal to sufficient funds being available in its accounts for that purpose)the Base Rate.

Manner and Time of Payment. All payments by Borrower of principalprincipal of and interest on the Loans and Reimbursement Obligations and other Obligations (including, interestwithout limitation, fees and other Obligations hereunder and under expenses) which are payable to the Notes Administrative Agent, the Lenders or the Issuing Bank shall be made without condition or reservation of right, in immediately available funds, delivered to the Administrative Agent (or, in the currency case of such Reimbursement Obligations, in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Agent the pertinent Issuing Bank) not later than 3:00 P.M. 1:00 p.m. (New York City time) to the Domestic Concentration Account (or, in the case of Reimbursement Obligations, such account of the Issuing Bank as it may designate), with respect to Loans denominated in U.S. Dollarspayments under the Domestic Facility, and at such local times 4:00 p.m. (London time) to the Multicurrency Concentration Account for the relevant Specified Foreign Currency (or, in the countries case of settlement Reimbursement Obligations, such account of the Issuing Bank as specified from time to time by the Agentit may designate), with respect to Loans denominated in Approved Foreign Currenciespayments under the Multicurrency Facility, on the date due at the Funding and Payment Office for the account due. Thereafter, payments in respect of Lenders. Funds any Swing Loans received by the Administrative Agent after that time on such due date shall be deemed distributed to have been paid by Borrower on the next succeeding Business Day. In order to effect timely payment Swing Loan Bank, payments in respect of any interest, fees, commissions or other amounts due hereunder, Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Overdraft Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that received by the Administrative Agent shall not have be distributed to the right Overdraft Line Bank, and payments in respect of any Revolving Loan received by the Administrative Agent shall be distributed to request each Lender under the applicable Credit Facility in accordance with its Pro Rata Share of such Revolving Loans if, after Credit Facility (without giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount any adjustment of such Revolving Loans (which shall be made as Base Rate Loans) available to AgentPro Rata Share in connection with a substantially simultaneous reallocation or reduction of the Commitment under the Domestic Credit Facility, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds case of such Revolving Loans directly payments to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender Domestic Lenders) in accordance with the provisions of this subsection 2.4C(i)SECTION 3.02(b) on the date received, Borrower shall have effected Revolving if received prior to 1:00 p.m. (New York time) with respect to Domestic Obligations and prior to 4:00 p.m. (London time) with respect to Multicurrency Obligations, and (except in the case of repayment of Swing Loans hereunderand Overdraft Loans) on the next succeeding Business Day if received thereafter, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose)Administrative Agent.

Manner and Time of Payment. All payments by Borrower Borrowers of principal, interest, fees and other DIP Obligations hereunder and under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to DIP Agent not later than 3:00 P.M. 1:00 p.m. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Funding and Payment Office for the account of DIP Lenders. Funds received by DIP Agent after that time on such due date shall be deemed to have been paid by Borrower Borrowers on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Borrower Borrowers hereby authorizes authorize DIP Agent to request Daily Funding Lender to make Revolving DIP Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that DIP Agent shall not have the right to request such Revolving DIP Loans if, after giving effect to such Revolving DIP Loans, (a) the aggregate outstanding principal amount of Revolving DIP Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving B DIP Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving DIP Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by DIP Agent, and Borrower Borrowers and DIP Lenders hereby authorize DIP Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving DIP Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower Borrowers hereby agrees agree that, upon the funding of any such Revolving DIP Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower Borrowers shall have effected Revolving DIP Loans hereunder, which Revolving DIP Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower Borrowers of the amount of Revolving DIP Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving DIP Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, each Borrower hereby authorizes DIP Agent to charge its accounts with DIP Agent in order to cause timely payment to be made to DIP Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

Manner and Time of Payment. (a) All payments by any Borrower of principal, interest, fees and other Obligations hereunder (other than as provided in clauses (b) and under the Notes (c) below) on any Loans shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 3:00 P.M. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Domestic Funding and Payment Office for the account of Lenders. Funds ; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Each Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Administrative Agent to charge its accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose); (b) All payments by Offshore Borrower of principal of and interest on any Offshore Loans denominated in Euros shall be made in same day funds, in Euros, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Administrative Agent at its Offshore Funding and Payment Office not later than 3:00 P.M. (London time), on the date due; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day; and (c) So long as no Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loan shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or conditions, and delivered to Swing Line Lender not later than 4:00 P.M. (New York City time) on the date due at the Swing Line Funding and Payment Office; funds received by Swing Line Lender after that time on such due date shall be deemed to have been paid by such Borrower on the next succeeding Business Day. If an Event of Default or Potential Event of Default has occurred and is continuing, all payments by any Domestic Borrower of principal of and interest on any Swing Line Loans shall be made in accordance with clause (a) above.

Manner and Time of Payment. All Except as expressly provided herein, all payments by Borrower the Borrowers of principal, interest, fees and other Obligations hereunder and under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 3:00 1:00 P.M. (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, ) on the date due at the Funding and Payment Office for the account of the Lenders; provided that interest payable with respect to the Swing Line Loans shall be (a) payable to the Swing Line Lender not later than 1:00 P.M. (New York City time) at its address set forth below its name on the appropriate signature page hereof and (b) calculated by the Swing Line Lender and the Swing Line Lender shall give the Administrative Agent promptly after the last day of each calendar month, notice of the aggregate amount of interest on the Swing Line Loans paid or payable by the Company; provided, further that interest payable with respect to the Canadian Loans shall be (a) payable to the Canadian Lender not later than 1:00 P.M. (New York City time) at its address set forth below its name on the appropriate signature page hereof and (b) calculated by the Canadian Lender and the Canadian Lender shall give the Administrative Agent promptly after the last day of each calendar month, notice of the aggregate amount of interest on the Canadian Loans paid or payable by Wolverine Canada. Funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower the Borrowers on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, Each Borrower hereby authorizes Agent to request Daily Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the right to request such Revolving Loans if, after giving effect to such Revolving Loans, (a) the aggregate outstanding principal amount of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus the Letter of Credit Usage, or (b) the Total Utilization of Revolving Loan Commitments would exceed the Consolidated Borrowing Base then in effect. Daily Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (New York time) on the date requested by Agent, and Borrower and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid interest, fees, commissions or other amounts. Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily Funding Lender in accordance with the provisions of this subsection 2.4C(i), Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to Borrower five days in advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, Borrower hereby authorizes Administrative Agent to charge its accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due from such Borrower hereunder (subject to sufficient funds being available in its accounts for that purpose).

Manner and Time of Payment. All payments by any Borrower of -------------------------- principal, interest, fees and other Obligations hereunder and under the Notes shall be made in the currency of such Obligations, Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Agent Agent, not later than 3:00 P.M. 12:00 Noon (New York City time), with respect to Loans denominated in U.S. Dollars, and at such local times in the countries of settlement as specified from time to time by the Agent, with respect to Loans denominated in Approved Foreign Currencies, Local Time) on the date due at the Funding and Payment Office for the account of such Lenders. Funds received by Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day. In order to effect timely payment of any interest, fees, commissions or other amounts due hereunder, each Borrower hereby authorizes Agent to request Daily the Funding Lender to make Revolving Loans for its own account (subject to settlement pursuant to subsection 2.1D) in a principal amount equal to such interest, fees, commissions or other amounts; provided that Agent shall not have the -------- right to request such Revolving Loans if, after giving effect to such Revolving Loans, : (a) the aggregate outstanding principal amount Total Utilization of Revolving Loans would exceed the Revolving Loan Commitments then in effect minus for all Borrowers at any time exceeds the Letter of Credit Usage, or Maximum Permitted Revolving Loan Commitments; (b) the Total Utilization of Revolving Loan Commitments would exceed for Company and Xxxx UK at any time exceeds the Consolidated Borrowing Base US/UK Revolving Loan Commitments then in effect; (c) the Total Utilization of Revolving Loan Commitments for Xxxx Japan at any time exceeds the Japanese Revolving Loan Commitments then in effect; (d) the Total Utilization of Revolving Loan Commitments for Company exceeds $100,000,000; and (5) the Total Utilization of Revolving Loan Commitments for Xxxx UK exceeds $100,000,000. Daily Such Funding Lender shall make the amount of such Revolving Loans (which shall be made as Base Rate Loans) available to Agent, Agent in same day funds, at the Funding and Payment Office, Office not later than 1:00 P.M. (New York timeLocal Time) on the date requested by Agent, Agent and Borrower Borrowers and Lenders hereby authorize Agent, whether or not the conditions specified in subsection 4.2 have been satisfied or waived, to apply the proceeds of such Revolving Loans directly to the payment of such unpaid suchunpaid interest, fees, commissions or other amounts. Each Borrower hereby agrees that, upon the funding of any such Revolving Loans by Daily the applicable Funding Lender in accordance with the provisions of this subsection 2.4C(i), such Borrower shall have effected Revolving Loans hereunder, which Revolving Loans shall for all purposes of this Agreement be deemed to have been made by Daily the Funding Lender pursuant to and in accordance with the provisions of subsection 2.1C(ii). Agent shall deliver prompt notice to the Borrower of the amount of Revolving Loans made pursuant to this subsection 2.4C together with copies of all invoices or other statements evidencing the fees, commissions or other amounts due hereunder (other than interest) paid with the proceeds of such Revolving Loans; provided that Agent shall give notice to the Borrower five days in -------- advance of the making of any such Revolving Loans for the payment of any amounts owed under subsection 10.2 together with copies of all invoices or other statements evidencing such amounts. In addition, each Borrower hereby authorizes Agent to charge its accounts with Agent in order to cause timely payment to be made to Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). Each Agent shall promptly notify Administrative Agent of all such payments received by such Agent.