Common use of Time, Place and Manner Clause in Contracts

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, under the Note, the Term Note or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT in Dollars in funds immediately available at its Office without setoff, counterclaim or other deduction of any nature. The Borrower hereby authorizes CIT to, and CIT may, from time to time, when due and payable, charge the Loan Account with any interest, fees or expenses that are due and payable under this Agreement or any Related Document. The Borrower confirms that any charges which CIT may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower and solely at CIT's discretion and shall constitute a Loan to the Borrower. On the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days of the date such charges are made, provided that the failure to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower Companies hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Credit Document shall be payable at or before 12:00 Noonnoon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Administrative Agent for the account of the Administrative Agent, or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. Any payment received by the Administrative Agent after 12:00 noon, New York City time, will be deemed to have occurred on the next Business Day. The Borrower Administrative Agent shall maintain a separate loan account for each Company (each, a "Loan Account" and, collectively, the "Loan Accounts") on its books in the name of each Company in which each Company will be charged with Loans made by the Administrative Agent or the Lenders to such Company hereunder and with any other Obligations. The Companies and the Lenders hereby authorizes CIT authorize the Administrative Agent to, and CIT the Administrative Agent may, from time to time, when due and payable, time charge the Loan Account Accounts with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Credit Document. The Borrower confirms Companies and the Lenders confirm that any charges which CIT the Administrative Agent may so make to the Loan Account Accounts as herein provided will be made as an accommodation to the Borrower Companies and solely at CITthe Administrative Agent's discretion and shall constitute a Loan to a Company funded by the Borrower. On the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Administrative Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(e) and 2.03(f) of any of its obligations under this Agreement. Each of the Lenders and the Companies agrees that the Administrative Agent shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Sections 4.02, 4.03, 4.04 or 4.05 have been satisfied. The Loan Account for a Company will be credited upon receipt of "good funds" in the Agent Account with all amounts actually received by the Administrative Agent from such Company or others for the account of such Company. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and and, if received by 12:00 noon (New York City time), the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day on which it is made, one day's interest shall be paid on such Loan."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower Borrowers hereunder, under the Note, the Term Note Notes or any other Related Document shall be payable at or before 12:00 Noonnoon, New York City Orlando, Florida time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Lender at the Lender Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Borrower Lender shall PLANET HOLLYWOOD INTERNATIONAL, INC. Exhibit 10.8 maintain a separate loan account (the "Borrowers' Account") on its books in the name of the Borrowers in which the Borrowers will be charged with Loans made by the Lender to the Borrowers hereunder and with any other Obligations. The Borrowers hereby authorizes CIT authorize the Lender to, and CIT the Lender may, from time to time, when due and payable, time charge the Loan Borrowers' Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms Borrowers confirm that any charges which CIT the Lender may so make to the Loan Borrowers' Account as herein provided will be made as an accommodation to the Borrower Borrowers and solely at CITthe Lender's discretion discretion, and shall constitute a Loan to the Borrower. On Borrowers funded by the last day of each month, CIT shall transfer Lender and credit subject to the Loan Account the amount reflected in the Funds-in-Use Account on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days of the date such charges are made, provided that the failure to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. The Borrowers agree that the Lender shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Section 6.02 have been satisfied. The Borrowers' Account will be credited upon receipt of "good funds" in the Lender Account with all amounts actually received by the Lender from the Borrowers or others for the account of the Borrowers. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 three hundred sixty (360) days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day in which it is made, one (1) day's interest shall be paid on such Loan."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Loan Document shall be payable at or before 12:00 Noonnoon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Agent for the account of the Agent, or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. Any payment received by the Agent after 12:00 noon, New York City time, will be deemed to have occurred on the next Business Day. The Agent shall maintain a separate loan account (the "Borrower's DIP Account") on its books in the name of the Borrower in which the Borrower will be charged with Loans made by the Agent or the Lenders to the Borrower hereunder and with any other Obligations. The Borrower and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Borrower's DIP Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Loan Document. The Borrower confirms and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Borrower's DIP Account as herein provided will be made as an accommodation to the Borrower and solely at CITthe Agent's discretion and shall constitute a Loan to the Borrower. On Borrower funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. Interest on the Term Loan, subsections 2.03(e) and on all Loans and all fees that accrue on a per annum basis, shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."2.03

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due jointly and severally from the Borrower Borrowers hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to the Agent for the account of the Agent, CIT or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Agent shall maintain a loan account (the "Loan Account") on its books in the joint name of the Borrowers in which the Borrowers will be charged with Loans made by the Agent or the Lenders to any Borrower hereunder and with any other Obligations. The Borrowers and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower Borrowers and solely at CITthe Agent's discretion and shall constitute a Loan to the Borrower. On Borrowers funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(e) and 2.03(f) of any of its obligations under this Agreement. Each of the Lenders and each of the Borrowers agrees that the Agent shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Section 5.02 have been satisfied. The Loan Account will be credited upon receipt of "good funds" in the Agent Account with all amounts actually received by the Agent from the Borrowers or others for the account of the Borrowers. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day in which it is made, one day's interest shall be paid on such Loan. It is expressly understood and agreed by the Borrowers that the Agent and the Lenders shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of Loans, Agent Advances or Letters of Credit made to the Borrowers or any fees, costs or expenses for which the Borrowers are jointly and severally obligated under this Agreement."

Time, Place and Manner. Except with respect to optional prepayments as otherwise provided in Section 2.04(b) hereof, all payments and prepayments to be made in respect of principal, interest, fees commitment fee, facility fee or other amounts due from the Borrower hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Document shall be payable at or before 12:00 Noon1:00 p.m., New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to the Agent for the account of the Agent, CIT or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Agent shall maintain a separate loan account (the "Borrower's Account") on its books in the name of the Borrower in which the Borrower will be charged with Loans made by the Agent or the Lenders to the Borrower hereunder and with any other Obligations. The Borrower and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Borrower's Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Documentdocument. The Borrower confirms and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Borrower's Account as herein provided will be made as an accommodation to the Borrower and solely at CITthe Agent's discretion and shall constitute a Loan to the Borrower. On Borrower funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. Interest on the Term Loan, subsections 2.03(e) and on all Loans and all fees that accrue on a per annum basis, shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."2.03

Time, Place and Manner. Except with respect to optional prepayments as otherwise provided in Section 2.04(b) hereof, all payments and prepayments to be made in respect of principal, interest, fees commitment fee, facility fee or other amounts due from the Borrower hereunder, under the Note, the Term Note or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Lender at the Lender Account in Dollars in funds immediately available at its Office such office without setoff, counterclaim or other deduction of any nature. The Lender shall maintain a separate loan account (the "Borrower's Account") on its books in the name of the Borrower in which the Borrower will be charged with Loans made by the Lender to it hereunder and with any other Obligations. The Borrower hereby authorizes CIT the Lender to, and CIT the Lender may, from time to time, when due and payable, time charge the Loan Borrower's Account with any interest, fees or expenses that are due and payable under this Agreement or any Related Document. The Borrower confirms that any charges which CIT the Lender may so make to the Loan Borrower's Account as herein provided will be 24 made as an accommodation to the Borrower and solely at CITthe Lender's discretion and shall constitute a Loan to the Borrower. On the last day The Borrower's Account will be credited upon receipt of each month, CIT shall transfer and credit to the Loan Account the amount reflected "good funds" in the Funds-in-Use Lender Account on such day. Credit balances in with all amounts actually received by the Loan Account may be transferred to Lender from the Borrower at any time and from time to timeor others for the Borrower's Account. CIT The Lender shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Borrower's Account promptly and within five Business Days of the date such charges are madepromptly, provided that the failure to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. It is expressly understood and agreed by the Borrower that the Lender shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of any Loans made to the Borrower or of any Loans, interest, fees, costs or expenses for which the Borrower is obligated under this Agreement. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day in which it is made, one day's interest shall be paid on such Loan."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Loan Document shall be payable at or before 12:00 Noonnoon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Agent for the account of the Agent, or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. Any payment received by the Agent after 12:00 noon, New York City time, will be deemed to have occurred on the next Business Day. The Agent shall maintain a separate loan account (the "Borrower's Account") on its books in the name of the Borrower in which the Borrower will be charged with Loans made by the Agent or the Lenders to the Borrower hereunder and with any other Obligations. The Borrower and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Borrower's Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Loan Document. The Borrower confirms and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Borrower's Account as herein provided will be made as an accommodation to the Borrower and solely at CITthe Agent's discretion and shall constitute a Loan to the Borrower. On Borrower funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. Interest on the Term Loan, subsections 2.03(e) and on all Loans and all fees that accrue on a per annum basis, shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."2.03

Time, Place and Manner. Except with respect to optional prepayments as otherwise provided in Section 2.04(b2.4(b) hereof, all payments and prepayments to be made in respect of principal, interest, fees the facility fee, the collateral management fee, the unused line fee, or other amounts due from the Borrower hereunder, hereunder or under the Note, the Term Note or any other Related Document shall be payable at or before 12:00 Noon11:00 a.m., New York City Chicago time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT at the CIT Account in Dollars in funds immediately available at its the Office without setoff, counterclaim or other deduction of any nature. CIT shall maintain a separate loan account (the "Borrower's Account") on its books in the Borrower's name in which the Borrower will be charged with Loans made by CIT to it hereunder and with any other Obligations. The Borrower hereby authorizes CIT to, and CIT may, from time to time, when due and payable, time charge the Loan Borrower's Account with any interest, fees or expenses that are due and payable under this Agreement or any Related DocumentAgreement. The Borrower confirms that any charges which CIT may so make to the Loan Borrower's Account as herein provided will be made as an accommodation to the Borrower and solely at CIT's discretion and shall constitute a Loan discretion. CIT agrees to the Borrower. On the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account on such day. Credit balances in the Loan Account may be transferred to promptly notify the Borrower at after any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days of the date such charges are mademade by CIT, provided that the failure to provide give such copies or notice shall not affect the validity of such other evidence to charges. The Borrower's Account will be credited upon receipt of "good funds" in the CIT Account with all amounts actually received by CIT from the Borrower shall not relieve or others for the Borrower of any of its obligations under this AgreementBorrower's account. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day in which it is made, one day's interest shall be paid on such Loan."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, under the NoteFee Letter, the Term Note or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to the Administrative Agent for the account of the Administrative Agent, CIT or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Administrative Agent shall maintain a loan account (the "Loan Account") on its books in the name of the Borrower in which the Borrower will be charged with Loans made by the Administrative Agent or the Lenders to the Borrower hereunder and with any other Obligations. The Borrower and the Lenders hereby authorizes CIT authorize the Administrative Agent to, and CIT the Administrative Agent may, from time to time, when due and payable, time charge the Loan Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms and the Lenders confirm that any charges which CIT the Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower and solely at CITthe Administrative Agent's discretion and shall constitute a Loan to the Borrower. On Borrower funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Administrative Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(e) and 2.03(f) of any of its obligations under this Agreement. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, shall be computed on the basis Each of the actual number Lenders and the Borrower agree that the Administrative Agent shall have the right to make such charges regardless of days elapsed in the period during which interest whether any Event of Default or such fee accrues Potential Default shall have occurred and a year consisting of 360 days. In computing interest on the Term Loan and on be continuing or whether any Loan, the date of the making conditions precedent in Section 5.02 have been satisfied. The Loan Account will be credited upon receipt of the Term Loan and such Loan shall be included and the date of payment shall be excluded."good funds" in

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, Borrowers hereunder or under the Note, the Term Note or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to the Administrative Agent for the account of the Administrative Agent, CIT or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Borrower Administrative Agent shall maintain a loan account (the "Loan Account") on its books in the name of the Borrowers in which the Borrowers will be charged with Loans made by the Administrative Agent or the Lenders to the Borrowers hereunder and with any other Obligations. The Borrowers and the Lenders hereby authorizes CIT authorize the Administrative Agent to, and CIT the Administrative Agent may, from time to time, when due and payable, time charge the Loan Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms Borrowers and the Lenders confirm that any charges which CIT the Administrative Agent may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower Borrowers and solely at CITthe Administrative Agent's discretion and shall constitute a Loan to the Borrower. On Borrowers funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Administrative Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(e) and 2.03(f) of any of its obligations under this Agreement. Each of the Lenders and the Borrowers agree that the Administrative Agent shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Section 5.02 have been satisfied. The Loan Account will be credited upon receipt of "good funds" in the Agent Account with all amounts actually received by the Administrative Agent from the Borrowers or others for the account of the Borrowers. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day in which it is made, one day's interest shall be paid on such Loan."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower Borrowers hereunder, under the Note, the Term Note Notes or any other Related Document shall be payable at or before 12:00 Noonnoon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Agent for the account of the Agent on behalf of the Lenders at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Borrower Agent shall maintain a separate loan account (the "Borrowers' Account") on its books in the name of the Borrowers in which the Borrowers will be charged with Loans made by the Agent or the Lenders to the Borrowers hereunder and with any other Obligations. The Borrowers and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Borrowers' Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms Borrowers and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Borrowers' Account as herein provided will be made as an accommodation to the Borrower Borrowers and solely at CITthe Agent's discretion discretion, and shall constitute a Loan to the Borrower. On Borrowers funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(e) and 2.03(f) of any of its obligations under this Agreement. Each of the Lenders and the Borrowers agree that the Agent shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Section 6.02 have been satisfied. The Borrowers' Account will be credited upon receipt of "good funds" in the Agent Account with all amounts actually received by the Agent from the Borrowers or others for the account of the Borrowers. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 three hundred sixty (360) days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded; provided, however, that if a Loan is repaid on the same day in which it is made, one (1) day's interest shall be paid on such Loan."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, under the Note, the Term Note or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT in Dollars in funds immediately available at its Office without setoff, counterclaim or other deduction of any nature. The Borrower hereby authorizes CIT to, and CIT may, from time to time, when due and payable, charge the Loan Account with any interest, fees or expenses that are due and payable under this Agreement or any Related Document. The Borrower confirms that any charges which CIT may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower and solely at CIT's discretion and shall constitute a Loan to the Borrower. On the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days of the date such charges are made, provided that the failure to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Document shall be payable at or before 12:00 Noonnoon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to the Agent for the account of the Agent, CIT or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Agent shall maintain a separate loan account (the "Borrower's DIP Account") on its books in the name of the Borrower in which the Borrower will be charged with Loans made by the Agent or the Lenders to the Borrower hereunder and with any other Obligations. The Borrower and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Borrower's DIP Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Borrower's DIP Account as herein provided will be made as an accommodation to the Borrower and solely at CITthe Agent's discretion and shall constitute a Loan to the Borrower. On Borrower funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower of any of its obligations under this Agreement. Interest on the Term Loan, subsections 2.03(e) and on all Loans and all fees that accrue on a per annum basis, shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."2.03

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due from the Borrower Borrowers hereunder, under the Note, the Term Note Notes or any other Related Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to CIT the Agent, for the account of the Agent or the Lenders, as the case may be, to the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Borrower Agent shall maintain a separate loan account (the "LOAN ACCOUNT") on its books in the name of the Borrowers in which the Borrowers will be charged with Loans made by the Agent or the Lenders to the Borrowers hereunder and with any other Obligations. The Borrowers and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Document. The Borrower confirms Borrowers and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower and made, solely at CITthe Agent's discretion discretion, and shall constitute a Revolving Loan to the Borrower. On Borrowers funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(g) and 2.03(h) of any of its obligations under this Agreement. Each of the Lenders and the Borrowers agree that the Agent shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Section 5.02 hereof have been satisfied. The Loan Account will be credited one (1) Business Day after receipt of "good funds" in the Agent Account with all amounts actually received by the Agent from the Borrowers or others for the account of the Borrowers. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."of

Time, Place and Manner. Except with respect to optional prepayments as provided in Section 2.04(b) hereof, all All payments and prepayments to be made in respect of principal, interest, fees or other amounts due jointly and severally from the Borrower Borrowers hereunder, under the NoteFee Letter, the Term Note Notes or any other Related Loan Document shall be payable at or before 12:00 Noon, New York City time, on the day when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Such payments shall be made to the Agent for the account of the Agent, CIT or the Lenders, as the case may be, at the Agent Account in Dollars in funds immediately available at its the Bank's Office without setoff, counterclaim or other deduction of any nature. The Agent shall maintain a loan account (the "Loan Account") on its books in the joint name of the Borrowers in which the Borrowers will be charged with Loans made by the Agent or the Lenders to any Borrower hereunder and with any other Obligations. The Borrowers and the Lenders hereby authorizes CIT authorize the Agent to, and CIT the Agent may, from time to time, when due and payable, time charge the Loan Account with any interest, fees or fees, expenses and other Obligations that are due and payable under this Agreement or any Related Loan Document. The Borrower confirms and the Lenders confirm that any charges which CIT the Agent may so make to the Loan Account as herein provided will be made as an accommodation to the Borrower Borrowers and solely at CITthe Agent's discretion and shall constitute a Revolving Loan to the Borrower. On Borrowers funded by the last day of each month, CIT shall transfer and credit to the Loan Account the amount reflected in the Funds-in-Use Account Agent on such day. Credit balances in the Loan Account may be transferred to the Borrower at any time and from time to time. CIT shall use reasonable efforts to provide the Borrower with copies or other evidence of all charges to the Loan Account promptly and within five Business Days behalf of the date such charges are made, provided that the failure Lenders and subject to provide such copies or such other evidence to the Borrower shall not relieve the Borrower subsections 2.03(e) and 2.03(f) of any of its obligations under this Agreement. Each of the Lenders and each of the Borrowers agrees that the Agent shall have the right to make such charges regardless of whether any Event of Default or Potential Default shall have occurred and be continuing or whether any of the conditions precedent in Section 5.02 have been satisfied. The Loan Account will be credited upon receipt of "good funds" in the Agent Account with all amounts actually received by the Agent from the Borrowers or others for the account of the Borrowers. Interest on the Term Loan, and on all Loans and all fees that accrue on a per annum basis, basis shall be computed on the basis of the actual number of days elapsed in the period during which interest or such fee accrues and a year consisting of 360 days. In computing interest on the Term Loan and on any Loan, the date of the making of the Term Loan and such Loan shall be included and the date of payment shall be excluded."computed