Common use of Manner of Payment Clause in Contracts

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. (a) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of any Borrower to the Lenders or the Agent with respect to the Loansany Loan, shall be made to the Agent (i) in Euros at the Principal Office, for Office in the account case of each LenderLoans made in Euros and (ii) in the same Alternative Currency at the Funding Bank in the case of Loans made in Alternative Currencies, in Dollars and in immediately available funds Same Day Funds without setoff, recoupment, deduction or counterclaim before 12:30 P.M. on the date such payment is due. . The applicable Borrower shall give the Agent not less than one (a1) The Agent shall deem any payment made by or on behalf Business Day’s prior written notice of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prepayment of principal, such notice to be given prior to 12:30 2:00 P.M. (London time) and to specify the date the prepayment will be a non-conforming paymentmade and the Loan to which prepayment relates. In the case of Loans made in Euros or Dollars to any Borrower, the Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of such Borrower with the Agent. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Defaultavailable. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate on any principal or fees as to which no payment is made from the date such amount was due and payablepayable until the date such funds become available. (b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "“Interest Period"”; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended with respect to amounts due to any Lender beyond the Revolving Credit Termination DateDate applicable to such Lender. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Revolving Loan, Letter of Credit or Reimbursement Obligation, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, the Swing Line Lender with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation or Swing Line Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and Dollars, in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended (i) for any Term Loan, beyond the Term Loan A Termination Date or Term Loan B Termination Date, as applicable, and (ii) for any Revolving Loan, beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. (New York City time) (or, solely with respect to a prepayment of Base Rate Loans, 1:00 P.M. (New York City time)) on the date such payment is due. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. (New York City time) (or, solely with respect to a prepayment of Base Rate Loans, 1:00 P.M. (New York City time)) to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming nonconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (iia) of the definition of "“Interest Period"”; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (cd) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any mandatory or optional prepayment) and payment of ), interest and fees, and any other amount required to be paid to the Lenders with respect to the LoansTerm Loan, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and French Francs in immediately available funds without setoff, deduction or counterclaim on or before 12:30 2:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the Dollar Value of any such payment which is not made by such time from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and (i)in French Francs, (ii) in immediately available funds and (iii) prior to 12:30 2:30 P.M. on the date such payment is due to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the time such funds are paid in French Francs and become available funds. Any non-conforming payment which conforms to clauses (i) and (ii) above shall be deemed received by the Agent on the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. The Agent shall give prompt written notice to the Authorized Representative and each of the Lenders (confirmed in writing) if any payment (other than a prepayment) is non-conforming. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) but in no event less than the period from the date of such payment to the next succeeding Business Day Day) at the Default Rate (other than with respect to non-conforming prepayments, with respect to which interest shall continue to accrue on any principal as to which such non-conforming payment is made until such funds become available funds at NB BOLLE CREDIT AGREEMENT (FINAL) Doc No: 190295 the one month FF LIBOR Rate) from the date such amount was due and payablepayable until the date such amount is paid in full. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (iiB) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of any Borrower to the Lenders applicable Lenders, the Issuing Bank, the Administrative Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Administrative Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. (ab) The Agent shall deem any Any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes or any other Loan Document becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest and applicable fees shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended (i) for any Term Loan, beyond the Term Loan Termination Date, (ii) for any Asset Sale Term Loan, beyond the Asset Sale Term Loan Termination Date, and (iii) for any Revolving Loan, beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any mandatory or optional prepayment) and payment of ), interest and fees, and any other amount required to be paid to the Lenders with respect to the LoansTerm Loan, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction or counterclaim on or before 12:30 2:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both (i) in Dollars and Dollars, (ii) in immediately available funds and (iii) prior to 12:30 2:30 P.M. on the date such payment is due to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the time such funds are paid in Dollars and become available funds. Any non-conforming payment which conforms to clauses (i) and (ii) above shall be deemed received by the Agent on the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. The Agent shall give prompt written notice to the Authorized Representative and each of the Lenders (confirmed in writing) if any payment (other than a prepayment) is non-conforming. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) but in no event less than the period from the date of such payment to the next succeeding Business Day Day) at the Default Rate (other than with respect to non-conforming prepayments, with respect to which interest shall continue to accrue on any principal as to which such non-conforming payment is made until such funds become available funds at the Base Rate or the Eurodollar Rate, as applicable) from the date such amount was due and payablepayable until the date such amount is paid in full. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (iiB) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. (New York City time) (or, solely with respect to a prepayment of Base Rate Loans, 1:00 P.M. (New York City time)) on the date such payment is due. (a) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. (New York City time) (or, solely with respect to a prepayment of Base Rate Loans, 1:00 P.M. (New York City time)) to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming nonconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (iia) of the definition of "“Interest Period"”; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED that interest shall continue to accrue during the period of any such extension and provided, PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, or Reimbursement Obligation shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 2:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 2:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Defaultfunds and (ii) the next Business Day. Interest shall continue to accrue at the applicable interest rate on any principal or fees as to which a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lender with respect to the Loans, any Loan shall be made to the Agent Lender at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Lender may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Lender. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving A Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whomRevolving B Credit Termination Date, or for whose benefitthe Term Loan Maturity Date, such Loan was originally advancedas applicable.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED, however, that interest shall continue to accrue during the period of any such extension extension; and providedPROVIDED further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Administrative Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Administrative Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. Upon the request of the Borrower, the Administrative Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Administrative Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Three Year Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders or the Agent with respect to the Loansany Loan, shall be made to the Agent in Dollars at the Principal Office, for the account of each Lender, in Dollars and Office in immediately available funds without setoff, recoupment, deduction or counterclaim on or before 12:30 2:00 P.M. on the date such payment is due. . The Borrower shall give the Agent not less than one (a1) Business Day’s prior written notice of any payment of principal, such notice to be given prior to 2:00 P.M. and to specify the date the payment will be made and the Loan to which payment relates. The Agent may, but shall deem not be obligated to, debit the amount of such payment from any payment made by one or on behalf more ordinary deposit accounts of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming paymentwith the Agent. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Defaultavailable. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate on any principal or fees as to which no payment is made from the date such amount was due and payablepayable until the date such funds become available. (b) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "“Interest Period"”; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and feesfees in respect of US Facility Loans, and any other amount required to be paid to the Revolving Credit Lenders or the Issuing Bank with respect to the US Facility Loans, US Letters of Credit or Reimbursement Obligations, shall be made to the Agent at the its Principal Office, for the account of each Revolving Credit Lender's or the Issuing Bank's Applicable Lending Office, respectively. Each such payment shall be made in US Dollars and in immediately available funds without setoffSame Day Funds before 12:00 noon (New York, deduction or counterclaim before 12:30 P.M. New York time) on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any US Facility Borrower with the Agent. The US Facility Borrowers shall give the Agent prior telephonic notice of any payment of principal, such notice to be given by not later than 11:00 A.M. (New York, New York time), on the date of such payment. (ab) The Agent shall deem any payment made by or on behalf of any Borrower the US Facility Borrowers hereunder that is not made both (i) in US Dollars and in immediately available funds Same Day Funds and (ii) prior to 12:30 P.M. 12:00 noon (New York, New York time) to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (x) the time such funds become available fundsfunds and (y) the next Business Day. The Agent shall give prompt telephonic notice to the applicable Authorized Representative and each of the Revolving Credit Lenders (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault in accordance with the terms of Section 10.01(a) and Section 10.01(b) hereof. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) but in no event less than the period from the date of such payment to the next succeeding Business Day Day) at the Default Rate or the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due and payablepayable until the date such amount is paid in full. (bc) In the event that any payment hereunder or under the US Facility Loans becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless otherwise provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Dateextension. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Revolving Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds funds, without setoff, deduction deduction, or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may may, at the election, of the Agent constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 2:00 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment, when due, from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 2:00 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal principal, interest, fees or other amounts required to be paid hereunder as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes or any other Loan Document becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest and applicable fees shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the LoansTerm Loan, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction on or counterclaim before 12:30 3:00 P.M. on the date such payment is due. The Agent may, upon the request of the Borrower, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. The Borrower shall give the Agent telefacsimile notice of any intended payment of principal or interest prior to 12:00 Noon on the date of such payment. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 3:00 P.M. on the date such payment is to be made to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may may, at the election of the Agent, constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate Rate, from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date (x) in respect of the Revolving Credit Facility, be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit(y) in respect of the Term Loan B Facility, such if any, be extended beyond the Term Loan was originally advancedB Maturity Date.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. Upon request of the Authorized Representative, the Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Administrative Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (ab) The Administrative Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of in the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, the Collateral Agent, or Bank of America with respect to the Loansany Revolving Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Agent at the Principal OfficeOffice (or, for as applicable, to the account of each Lender, Collateral Agent) in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes or any other Loan Document becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "“Interest Period"”; provided provided, however, that interest and applicable fees shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or NationsBank with respect to the Loans, Letter of Credit Reimbursement Obligation, or Swing Line Loan shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. (a) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (iia) of the definition of "“Interest Period"”; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. (ai) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bii) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (ciii) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including ----------------- any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Term Loans, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction on or counterclaim before 12:30 3:00 P.M. on the date such payment is due. The Agent may, upon the request of the Borrower, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. The Borrower shall give the Agent telefacsimile notice of any intended payment of principal or interest prior to 12:00 Noon on the date of such payment. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 3:00 P.M. on the date such payment is to be made to be a non-non- conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate Rate, from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, -------- that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such -------- due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any ----------------- prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, or Reimbursement Obligation, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Five Year Termination Date. (c) Any payment or prepayment Date in the case of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such LoanFive Year Loans, the amount 364 Day Termination Date in the case of principal and interest paid thereon, 364 Day Loans and the Borrower to whom, or for whose benefit, such Term Loan was originally advancedMaturity Date in the case of Term Loans.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Banks, the Administrative Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, or Reimbursement Obligation, or Swing Line Loan, shall be made to the Administrative Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 3:00 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Administrative Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 3:00 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended (i) for any Term Loan, beyond the Term Loan Termination Date, and (ii) for any Revolving Loan, beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the LoansTerm Loan, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction on or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may upon request of the Borrower, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or may, to the extent provided in SECTION 11.1, become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate Rate, from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED, however, that interest shall continue to accrue during the period of any such extension extension; and providedPROVIDED further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lender, with respect to the Loansany Loan, shall be made to the Agent Lender at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Lender may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Lender. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under the Note or any other Loan Document becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest and applicable fees shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "“Interest Period"”; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Facility Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, at the direction of an Authorized Representative, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (cd) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced. Upon the repayment in full of all principal and interest on all Loans made to, or for the benefit of, any Borrower, such Borrower shall promptly use any of its remaining monies and other assets to repay any intercompany loans or advances or capital contributions that were made (directly or indirectly) to such Borrower using the proceeds of any UniCapital Revolver Loan, and thereafter for any other purpose of such Borrower in its discretion subject to compliance with the terms of this Agreement and the other Loan Documents.

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. (New York City time) on the date such payment is due. (a) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (iia) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the LoansTerm Loan, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction on or counterclaim before 12:30 1:00 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 1:00 P.M. on the date such payment is to be made to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate Rate, from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED, HOWEVER, that interest shall continue to accrue during the period of any such extension extension; and providedPROVIDED FURTHER, furtherHOWEVER, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. (a) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (b) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "“Interest Period"”; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault upon giving of written notice by the Agent to the Borrower. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the LoansTerm Loan, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction on or counterclaim before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts or factoring accounts of any Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default if receipt on the date of determination by the preceding sentence would constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-non- conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day Day, and if such non-conforming payment is overdue, the interest shall be calculated at the Default Rate Rate, from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Term Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"Day; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Term Loan Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. 12:00 noon on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. 12:00 noon on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds or (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED, however, that interest shall continue to accrue during the period of any such extension extension; and providedPROVIDED further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, Office for the account of each Lender, Lender in Dollars and in immediately available funds without setoff, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made to be a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate Rate, from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Stated Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lender with respect to the Loans, any Loan shall be made to the Agent Lender at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Lender may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Lender. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.succeeding

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrowers to the Lenders Lenders, the Issuing Bank, the Administrative Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation or Swing Line Loan, shall be made to the Administrative Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrowers with the Administrative Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any Borrower hereunder the Borrowers that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended (i) for any Term Loan, beyond the applicable Term Loan Termination Date, and (ii) for any Revolving Loan, beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, the Collateral Agent, or Bank of America with respect to the Loansany Revolving Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Agent at the Principal OfficeOffice (or, for as applicable, to the account of each Lender, Collateral Agent) in Dollars and in immediately available funds without condition or deduction for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes or any other Loan Document becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest and applicable fees shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. (ab) The Agent shall deem any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault in accordance with the terms of Sections 10.1(a) and (b). Interest shall continue to accrue on any principal as to which a non-non- conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bc) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of the Borrower to the Lenders Lenders, the Issuing Bank, the Agent, or Bank of America with respect to the Loansany Loan, Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall be made to the Agent at the Principal Office, for the account of each Lender, Office in Dollars and in immediately available funds without condition or deduction or for any setoff, recoupment, deduction or counterclaim on or before 12:30 P.M. 12:00 noon on the date such payment is due. The Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of the Borrower with the Agent. (ab) The Agent shall deem any Any payment made by or on behalf of any the Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. 12:00 noon on the date such payment is to be made shall constitute a non-conforming payment. Any such non-conforming payment shall not be deemed to be received by until the Agent until later of (i) the time such funds become available fundsfunds or (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of DefaultDefault as otherwise provided herein. Interest shall continue to accrue at the Default Rate on any principal or fees as to which no payment or a non-conforming payment is made from the date such amount was due and payable until the later of (xi) the date such funds become available funds or (yii) the next Business Day at the Default Rate from the date such amount was due and payableDay. (bc) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED, however, that interest shall continue to accrue during the period of any such extension extension; and providedPROVIDED further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid to the Lenders with respect to the Loans, shall be made to the Agent at the Principal Office, for the account of each Lender, in Dollars and in immediately available funds without setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is due. (ai) The Agent shall deem any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and prior to 12:30 P.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate from the date such amount was due and payable. (bii) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension and provided, provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date. (ciii) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereon, and the Borrower to whom, or for whose benefit, such Loan was originally advanced.

Manner of Payment. (a) Each payment of principal (including any prepayment) and payment of interest and fees, and any other amount required to be paid by or on behalf of any Borrower to the Lenders or the Agent with respect to the Loansany Loan, shall be made to the Agent (i) in Euros at the Principal OfficeOffice in the case of Loans made in Euros and (ii) in the same Alternative Currency at the Funding Bank in the case of Loans made in Alternative Currencies, for the account of each Lender, in Dollars and in immediately available funds without setoff, recoupment, deduction or counterclaim on or before 12:30 2:00 P.M. on the date such payment is due. . The applicable Borrower shall give the Agent not less than one (a1) The Agent shall deem Business Day's prior written notice of any payment made by or on behalf of any Borrower hereunder that is not made both in Dollars and in immediately available funds and principal, such notice to be given prior to 12:30 2:00 P.M. and to specify the date the payment will be a non-conforming paymentmade and the Loan to which payment relates. In the case of Loans made in Euros or Dollars to any Borrower, the Agent may, but shall not be obligated to, debit the amount of such payment from any one or more ordinary deposit accounts of such Borrower with the Agent. Any such payment shall not be deemed to be received by the Agent until the time such funds become available funds. Any non-conforming payment may constitute or become a Default or Event of Defaultavailable. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (y) the next Business Day at the Default Rate on any principal or fees as to which no payment is made from the date such amount was due and payablepayable until the date such funds become available. (b) In the event that any payment hereunder or under any of the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided provided, however, that interest shall continue to accrue during the period of any such extension extension; and providedprovided further, furtherhowever, that in no event shall any such due date be extended beyond the Revolving Credit RC Termination Date. (c) Any payment or prepayment of any principal or interest on any Loan hereunder shall be accompanied by a certificate signed by an Authorized Representative and delivered to the Agent, which certificate shall identify such Loan, the amount of principal and interest paid thereonTL$ Maturity Date or the TLE Maturity Date, and as the Borrower to whom, or for whose benefit, such Loan was originally advancedcase may be.