Common use of Nature and Place of Payments Clause in Contracts

Nature and Place of Payments. All payments made on account of ---------------------------- Obligations shall be made to the Administrative Agent for distribution to the Lenders and the L/C Bank, as applicable, and the Administrative Agent is hereby irrevocably authorized to debit the Settlement Account and distribute amounts held therein as provided in Paragraph 7(s) below on account thereof. All payments made on account of the Obligations shall be made without setoff or counterclaim in lawful money of the United States of America in immediately available same day funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority. If such payments (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union, i.e., the other Lenders have not purchased participations therein pursuant to Paragraph 6A(d)(2) above) are received by the Administrative Agent by 3:30 p.m. on any Business Day (Charlotte, North Carolina time) such payment will be credited on such Business Day. If a payment (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union) is received after 3:30 p.m. (Charlotte, North Carolina time) by the Administrative Agent, such payment will be credited on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate until credited, provided, that the Administrative Agent shall use its best efforts to credit -------- such payment on the Business Day received. Principal payments via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union will be credited as of the Business Day on which First Union receives credit for such funds in its account with the Federal Reserve Bank. All amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the applicable Lenders (or, in the case of amounts received on account of the L/C Obligations, to the L/C Bank) by wire transfer on the date of receipt if received by the Administrative Agent by the applicable deadline for payment thereof as specified above, or if received later, on the next succeeding Business Day. If any payment required to be made by the Companies hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension.

Nature and Place of Payments. All payments made on account of ---------------------------- the Obligations shall be made to the Administrative Agent for distribution to the Lenders and the L/C Bank, as applicableLenders, and the Administrative Agent is hereby irrevocably authorized to debit the Settlement Account and distribute amounts held therein as provided in Paragraph 7(s3(s) below on account thereof. All payments made on account of the Obligations shall be made without setoff or counterclaim in lawful money of the United States of America in immediately available same day funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority. If such payments (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union, i.e., the other Lenders have not purchased participations therein pursuant to Paragraph 6A(d)(23A(d)(2) above) are received by the Administrative Agent by 3:30 p.m. on any Business Day (Charlotte, North Carolina time) such payment will be credited on such Business Day. If a payment (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union) is received after 3:30 p.m. (Charlotte, North Carolina time) by the Administrative Agent, such payment will be credited on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate until credited, provided, that the Administrative Agent shall use its best efforts to credit -------- such payment on the Business Day received. Principal payments via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union will be credited as of the Business Day on which First Union receives credit for such funds in its account with the Federal Reserve Bank. All amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the applicable Lenders (or, in the case of amounts received on account of the L/C Obligations, to the L/C Bank) by wire transfer on the date of receipt if received by the Administrative Agent by the applicable deadline for payment thereof as specified above, or if received later, on the next succeeding Business Day. If any payment required to be made by the Companies hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension.

Nature and Place of Payments. All payments made on account of ---------------------------- the Obligations shall be made to the Administrative Agent for distribution to the Lenders and the L/C Bank, as applicableLenders, and the Administrative Agent is hereby irrevocably authorized to debit the Settlement Account and distribute amounts held therein as provided in Paragraph 7(s) below on account thereof. All payments made on account of the Obligations shall be made without setoff or counterclaim in lawful money of the United States of America in immediately available same day funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority. If such payments (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union, i.e., the other Lenders have not purchased participations therein pursuant to Paragraph 6A(d)(2) above) are received by the Administrative Agent by 3:30 p.m. on any Business Day (Charlotte, North Carolina time) such payment will be credited on such Business Day. If a payment (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union) is received after 3:30 p.m. (Charlotte, North Carolina time) by the Administrative Agent, such payment will be credited on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate until credited, provided, that the Administrative Agent shall use its -------- best efforts to credit -------- such payment on the Business Day received. Principal payments via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union will be credited as of the Business Day on which First Union receives credit for such funds in its account with the Federal Reserve Bank. All amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the applicable Lenders (or, in the case of amounts received on account of the L/C Obligations, to the L/C Bank) by wire transfer on the date of receipt if received by the Administrative Agent by the applicable deadline for payment thereof as specified above, or if received later, on the next succeeding Business Day. If any payment required to be made by the Companies hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension." 14. Paragraph 7(s) of the Credit Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted in lieu thereof:

Nature and Place of Payments. All payments made on account of ---------------------------- the Obligations shall be made to the Administrative Agent for distribution to the Lenders and the L/C Bank, as applicableLenders, and the Administrative Agent is hereby irrevocably authorized to debit the Settlement Account and distribute amounts held therein as provided in Paragraph 7(s3(s) below on account thereof. All payments made on account of the Obligations shall be made without setoff or counterclaim in lawful money of the United States of America in immediately available same day funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority. If such payments (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union, i.e., the other Lenders have not purchased participations therein pursuant to Paragraph 6A(d)(23A(d)(2) above) are received by the Administrative Agent by 3:30 p.m. on any Business Day (Charlotte, North Carolina time) such payment will be credited on such Business Day. If a payment (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union) is received after 3:30 p.m. (Charlotte, North Carolina time) by the Administrative Agent, such payment will be credited on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate until credited, provided, that the Administrative Agent shall use its -------- best efforts to credit -------- such payment on the Business Day received. Principal payments via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union will be credited as of the Business Day on which First Union receives credit for such funds in its account with the Federal Reserve Bank. All amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the applicable Lenders (or, in the case of amounts received on account of the L/C Obligations, to the L/C Bank) by wire transfer on the date of receipt if received by the Administrative Agent by the applicable deadline for payment thereof as specified above, or if received later, on the next succeeding Business Day. If any payment required to be made by the Companies hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension." 10. Paragraph 3(s) of the Credit Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted in lieu thereof:

Nature and Place of Payments. (1) All payments made on account of ---------------------------- the Obligations shall be made to the Administrative Agent for distribution to the Lenders and the L/C Bank, as applicableLenders, and the Administrative Agent is hereby irrevocably authorized to debit receive amounts deposited in the Settlement Account and distribute such amounts held therein as provided in Paragraph 7(s6(g) below on account thereof. All payments made on account of the Obligations including payments made to the Administrative Agent from the Settlement Account pursuant to Paragraph 6(c) of the Security Agreement shall be made without setoff condition or counterclaim deduction for any setoff, counterclaim, recoupment, or defense, in lawful money of the United States of America in immediately available same day funds, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority. If authority (and in the event any such payments deduction is required to be made by applicable law from any such payment, such payment shall be grossed-up so that the affected Lender receives the same amount (other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union, i.e., the other Lenders an after-tax basis) that such Lender would have received if such deduction had not purchased participations therein pursuant to Paragraph 6A(d)(2been required) above) are and must be received by the Administrative Agent (i) by 3:30 p.m. on any Business Day 10:00 a.m. (Charlotte, North Carolina Dallas time) such on the day of payment will be credited on such Business Day. If a payment (account of Obligations other than principal payments made via wire transfers under the Federal Reserve System on Swing Line Loans held solely and (ii) by First Union2:00 p.m. (Dallas time) in the case of payments on account of Swing Line Loans, it being expressly agreed and understood that if a payment is received after 3:30 10:00 a.m. (for payments on account of Obligations other than Swing Line Loans) or after 2:00 p.m. (Charlottefor payments on account of Swing Line Loans) (Dallas time), North Carolina time) as applicable, by the Administrative Agent, such payment will be credited considered to have been made on the next succeeding Business Day and interest thereon shall be payable at the then applicable rate until creditedduring such extension. Except as otherwise provided in Paragraph 5(h), provided, that the Administrative Agent shall use its best efforts to credit -------- such payment on the Business Day received. Principal all payments via wire transfers under the Federal Reserve System on Swing Line Loans held solely by First Union will be credited as of the Business Day on which First Union receives credit for such funds in its account with the Federal Reserve Bank. All amounts received by the Administrative Agent on account of the Obligations shall be disbursed by made to the Administrative Agent to through its office located at the applicable Lenders (or, in the case of amounts received address listed on account of the L/C Obligations, to the L/C Bank) by wire transfer on the date of receipt if received by the Administrative Agent by the applicable deadline for payment thereof as specified above, or if received later, on the next succeeding Business DaySchedule II hereof. If any payment required to be made by the Companies Borrowers hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the then applicable rate during such extension. All amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent promptly to the Lenders by wire transfer on the date of receipt if received by the Administrative Agent before 10:00 a.m. Dallas time (for payments on account of Obligations other than Swing Line Loans) or before 2:00 p.m. Dallas time (for payments on account of Swing Line Loans), as applicable, or if received later, by 12:00 noon (Dallas time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. Each payment shall be accompanied by a Notice of Payment or Prepayment executed by the Borrowers. (2) Unless the Administrative Agent shall have received notice from a Borrower prior to a deadline for a payment that the Borrowers will not make such payment prior to such deadline, the Administrative Agent may assume that such payment has been timely made and the Administrative Agent may, in reliance upon such assumption, make available to the Lenders or the Swing Line Lender, as the case may be, their shares of such payment. If and to the extent the Borrowers shall not have so made such payment, each Lender or the Swing Line Second Amended and Restated Credit Agreement Lender, as the case may be, agrees to repay its share of such payment to the Administrative Agent forthwith on demand, together with interest thereon, for each day such share is made available to such Lender or the Swing Line Lender, as the case may be, until the date such share is repaid to the Administrative Agent, at the Federal Funds Rate.