Common use of Method and Place of Payment, etc Clause in Contracts

Method and Place of Payment, etc. Except as expressly provided herein, all payments under this Agreement shall be made to the Agent for the ratable account of the Banks not later than Noon (New York time) on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Agent shall have been notified by the applicable Borrower prior to the date on which any payment to be made by the applicable Borrower hereunder is due that the applicable Borrower does not intend to remit such payment, the Agent may, at its discretion, assume that the applicable Borrower has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Rate. On the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower shall not affect such Borrower's obligation to make any such payments.

Method and Place of Payment, etc. Except as expressly provided --------------------------------- herein, all payments under this Agreement shall be made to the Agent for the ratable account of the Banks not later than Noon (New York time) on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Agent shall have been notified by the applicable Borrower prior to the date on which any payment to be made by the applicable Borrower hereunder is due that the applicable Borrower does not intend to remit such payment, the Agent may, at its discretion, assume that the applicable Borrower has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Rate. On the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower shall not affect such Borrower's obligation to make any such payments.

Method and Place of Payment, etc. Except as expressly provided herein, all payments under this Agreement shall be made to the Agent for the ratable account of the Banks not later than Noon (New York time) on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Agent shall have been notified by the applicable Borrower Resources prior to the date on which any payment to be made by the applicable Borrower Resources hereunder is due that the applicable Borrower Resources does not intend to remit such payment, the Agent may, at its discretion, assume that the applicable Borrower Resources has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower Resources has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Rate. On the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower Resources of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower Resources shall not affect such BorrowerResources's obligation to make any such payments.

Method and Place of Payment, etc. Except as expressly provided -------------------------------- herein, all payments under this Agreement shall be made to the Agent for the ratable account of the Banks not later than Noon (New York time) on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Agent shall have been notified by the applicable Borrower prior to the date on which any payment to be made by the applicable Borrower hereunder is due that the applicable Borrower does not intend to remit such payment, the Agent may, at its discretion, assume that the applicable Borrower has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Rate. On the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable -------- ------- Borrower shall not affect such the Borrower's obligation to make any such payments.

Method and Place of Payment, etc. Except as expressly provided herein, all (a) All payments by the CP Issuer under this Agreement and the Loan Notes owing to the Banks shall be made to the Liquidity Agent for the ratable pro rata account of the Banks each Bank, without setoff or counterclaim, not later than Noon 11:00 a.m. (New York City time) for any payments made pursuant to Sections 7 and 8 of the Security Agreement and 3:00 p.m. (New York City time) for all other payments on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such payment is made Office. Payments by the CP Issuer shall be distributed by the Liquidity Agent to the Banks in respect of principal of or interest on any Eurodollar Loan, for accordance with their respective Percentages as soon as possible after the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Agent shall same have been notified received by the applicable Borrower prior to Liquidity Agent but in no event later than the close of business on the Business Day on which received. (b) On any date on which any a payment to be made by the applicable Borrower CP Issuer of any amount owing by it hereunder is due that the applicable Borrower does not intend to remit such paymentand payable, the Liquidity Agent may, at its discretion, may (but in no event shall be required to) assume that the applicable Borrower CP Issuer has remitted made such payment when so due available to the Liquidity Agent on the date of such payment in accordance with this Section 5.04, and the Liquidity Agent maymay (but in no event shall be required to), at its discretion and in reliance upon such assumption, make payment of a corresponding amount to the Banks. If and to the extent the CP Issuer shall not have so made such payment available to each Bank (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Liquidity Agent, each Bank shall irrevocably and unconditionally agrees to repay to the Liquidity Agent forthwith on demand repay to the Agent the amount of such assumed payment made available to received by such Bank together with interest thereon in respect of thereon, for each day from and including the date such amount was payment is made available by the Liquidity Agent to such Bank to until the date such amount is repaid to the Agent Liquidity Agent, at a rate per annum equal to the Federal Funds Rate. On federal funds effective rate. (c) Any payments received after 3:00 p.m. (New York City time) on the commencement date when due shall be deemed for purposes of each Interest Period and calculating interest pursuant to Section 3.06 hereof to have been paid on each date occurring two the next succeeding Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period Day (or on such Interest Payment Date (assuming, Working Day in the case of Base Rate Eurodollar Loans), that there is no change and interest shall be payable at the applicable rate through and including the day immediately preceding such Business Day (or Working Day in the rate case of interest applicable to the applicable Base Rate LoanEurodollar Loans); provided, however, that failure to so notify the applicable Borrower shall not affect such Borrower's obligation to make any such payments.

Method and Place of Payment, etc. Except as expressly provided herein, It is contemplated that substantially all payments made under this Agreement, the Revolving Notes, and the other Transaction Documents will be effected by the Collateral Agent transferring Distributions to the Facility Agent for application against the Obligations. When any payment is required to be made with respect to any Obligation, the Collateral Agent shall promptly transfer Distributions (to the extent available), in an amount sufficient to make such payment, to the Facility Agent, or, if the Facility Agent so specifies, directly to each Lender and/or Agent to which such amount is owed. If any payments are made directly by GRC under this Agreement or the Revolving Notes, such payments shall be made to the Facility Agent for the ratable account of the Banks without setoff, deduction or counterclaim not later than Noon 2:00 p.m. (New York time) on the date when due and shall be made in freely transferable U.S. dollars and Dollars in immediately available funds at the Payment Office Office. Any payments received by the Facility Agent after such time shall be deemed to have been made on the next Business Day. (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). a) Unless the Facility Agent shall have been notified by received notice from GRC or the applicable Borrower Collateral Agent prior to the date on which time of any scheduled payment of interest, fees or other amounts scheduled to be made by paid hereunder that such amounts will not be allocated to the applicable Borrower hereunder is due that Ratable Principal Amount of the applicable Borrower does not intend to remit such paymentSeries 2000-1 A-RI Certificate, the Facility Agent may assume that such amounts have been made available to the Facility Agent on the date of payment in accordance with this Agreement and the Facility Agent may, at its discretion, assume that the applicable Borrower has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make such amounts available to each Bank the Lenders and/or the Collateral Agent (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed paymentas applicable). If the applicable Borrower has not in fact remitted such payment and to the Agentextent that such amounts are not allocated to the Ratable Principal Amount of the Series 2000-1 A-RI Certificate, each Bank shall Lender and the Collateral Agent agrees to repay to the Facility Agent forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank corresponding amounts, together with interest thereon in respect of thereon, for each day from and including the date such amount was amounts are made available by the Facility Agent to the Lenders or the Collateral Agent until the date on which the Lenders or the Collateral Agent repay such Bank amounts to the date such amount is repaid to the Agent Facility Agent, at a rate per annum equal to the Federal Funds Rate. On the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower shall not affect such Borrower's obligation to make any such payments.

Method and Place of Payment, etc. Except as expressly provided herein, all All payments by the SPC under this Backup Facility Agreement owing to the Banks shall be made to the Agent for the ratable account of the Banks not later than Noon 2:00 p.m. (New York City time) to the Collateral Agent for (except to the extent this Backup Facility Agreement expressly provides for payments other than on a pro rata basis) the pro rata account of each Bank on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such Office. The Collateral Agent will promptly thereafter cause to be distributed like funds relating to the payment is made in respect of principal of or interest on any Eurodollar Loanor Facility Fees ratably (other than amounts payable pursuant to Section 12.2, 12.3, 12.4, 12.5 or 12.6 of the Participation Agreement or clauses (i) and (ii) of Section 4.4 hereof) to the Banks for the account of their Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such non-U.S. office Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the Agent as the Agent may from time to time direct)terms of this Backup Facility Agreement. Unless the Collateral Agent shall have been notified by received notice from the applicable Borrower Lessee prior to the date on which time of any payment to be made by the applicable Borrower hereunder is of Basic Rent or Supplemental Rent due that the applicable Borrower does Lessee will not intend to remit make such Rent payment, the Collateral Agent may, at its discretion, may assume that payment will be made in accordance with the applicable Borrower has remitted such payment when so due Lease and the Collateral Agent maymay (but in no event shall be required to), at its discretion and in reliance upon such assumption, make available the payments required under this Section 5.4. If and to the extent that the Lessee shall not have so made such Rent payment, each Bank (for agrees to repay to the account of Collateral Agent forthwith on demand its applicable lending office) on such payment date an amount equal to such Bank's pro rata share of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent the corresponding amount of such assumed payment made available to such Bank together with interest thereon in respect of thereon, for each day from and including the date such amount was is made available by the Collateral Agent to such Bank to until the date such amount is repaid to the Agent Collateral Agent, at a rate per annum for each such day equal to the greater of the Federal Funds RateEffective Rate and a rate determined by the Collateral Agent in accordance with banking industry rules on interbank compensation. On Upon an Assignment and Acceptance, from and after the commencement effective date of each Interest Period such Assignment and on each date occurring two Business Days Acceptance, the Collateral Agent shall make all payments hereunder in respect of the interest assigned thereby to the Bank assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower shall not affect such Borrower's obligation to make any such paymentseffective date directly between themselves.

Method and Place of Payment, etc. (a) Except as expressly otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made to the Administrative Agent for the ratable account of the Banks Lender or Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due and shall be made in freely transferable U.S. dollars and Dollars in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct)Office. Unless the Agent shall have been notified by the applicable Borrower prior Notwithstanding anything to the date on which contrary contained in this Agreement, whenever any payment to be made by under this Agreement or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable Borrower hereunder rate during such extension. (b) Notwithstanding anything to the contrary contained in this Agreement, if it is due subsequently determined that the applicable Borrower does not intend Total Leverage Ratio set forth in any Quarterly Pricing Certificate delivered to remit such payment, the Administrative Agent may, at its discretion, assume is inaccurate for any reason and the result thereof is that the RL Lenders received interest or Letter of Credit Fees for any period at an Applicable Margin that is less than that which would have been applicable thereto had the Total Leverage Ratio been accurately determined, then the Borrower has remitted such payment when so due and shall pay to the Administrative Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on each RL Lender such payment date additional interest and/or Letter of Credit Fees for such period in an amount equal to such Bank's share the remainder of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent (x) the amount of interest and/or Letter of Credit Fees to which such assumed payment made available RL Lenders would have received had the Total Leverage Ratio been correctly computed minus (y) the amount of interest and/or Letter of Credit Fees actually paid to such Bank RL Lenders for such period, together with interest thereon in respect of each day from and including the date on such amount was made available by the Agent to such Bank additional amounts (to the date extent permitted by law) for such amount is repaid to the Agent period at a rate per annum equal to the Federal Funds Rate. On Base Rate that was in effect from to time during such period plus the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, Applicable Margin during such period (reflecting the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of correct Total Leverage Ratio) for Revolving Loans maintained as Base Rate Loans. Such additional interest and/or Letter of Credit Fees shall be due and payable within three (3) Business Days after the Borrower obtains knowledge (including by way of notification thereof from the Administrative Agent or the Required Lenders) that the Total Leverage Ratio was inaccurately computed. Upon the payment in full of any accrued additional interest and/or Letter of Credit Fees pursuant to this Section 5.03(b), any Default or Event of Default that there is no change may have arisen solely as a result of the Quarterly Pricing Certificate miscalculating the Total Leverage Ratio for purposes of calculating the Applicable Margin (but not for purposes of calculating the Total Leverage Ratio under Section 10.08 or any other Section of this Agreement or as a result of any other inaccuracy or misrepresentation set forth in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower such Quarterly Pricing Certificate) shall not affect such Borrower's obligation to make any such paymentsbe deemed cured.

Method and Place of Payment, etc. (a) Except as expressly otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made to the Administrative Agent for the ratable account of the Banks Lender or Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due and shall be made in freely transferable U.S. dollars and Dollars in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct)Office. Unless the Agent shall have been notified by the applicable Borrower prior Notwithstanding anything to the date on which contrary contained in this Agreement, whenever any payment to be made by under this Agreement or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable Borrower hereunder rate during such extension. (b) Notwithstanding anything to the contrary contained in this Agreement, if it is due subsequently determined that the applicable Borrower does not intend Total Leverage Ratio set forth in any Quarterly Pricing Certificate delivered to remit such payment, the Administrative Agent may, at its discretion, assume is inaccurate for any reason and the result thereof is that the RL Lenders received interest or Letter of Credit Fees for any period at an Applicable Margin that is less than that which would have been applicable thereto had the Total Leverage Ratio been accurately determined, then the Borrower has remitted such payment when so due and shall pay to the Administrative Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on each RL Lender such payment date additional interest and/or Letter of Credit Fees for such period in an amount equal to such Bank's share the remainder of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent (x) the amount of interest and/or Letter of Credit Fees to which such assumed payment made available RL Lenders would have received had the Total Leverage Ratio been correctly computed minus (y) the amount of interest and/or Letter of Credit Fees actually paid to such Bank RL Lenders for such period, together with interest thereon in respect of each day from and including the date on such amount was made available by the Agent to such Bank additional amounts (to the date extent permitted by law) for such amount is repaid to the Agent period at a rate per annum equal to the Federal Funds Rate. On Base Rate that was in effect from to time during such period plus the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, Applicable Margin during such period (reflecting the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of correct Total Leverage Ratio) for Revolving Loans maintained as Base Rate Loans. Such additional interest and/or Letter of Credit Fees shall be due and payable within three (3) Business Days after at the Borrower obtains knowledge (including by way of notification thereof from the Administrative Agent or the Required Lenders) that the Total Leverage Ratio was inaccurately computed. Upon the payment in full of any accrued additional interest and/or Letter of Credit Fees pursuant to this Section 5.03(b), any Default or Event of Default that there is no change may have arisen solely as a result of the Quarterly Pricing Certificate miscalculating the Total Leverage Ratio for purposes of calculating the Applicable Margin (but not for purposes of calculating the Total Leverage Ratio under Section 10.08 or any other Section of this Agreement or as a result of any other inaccuracy or misrepresentation set forth in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify the applicable Borrower such Quarterly Pricing Certificate) shall not affect such Borrower's obligation to make any such paymentsbe deemed cured.

Method and Place of Payment, etc. (a) Except as expressly provided hereinfor payments in --------------------------------- respect of Commitment Loans, Special Facility Loans and Acceptances, all payments under this Agreement shall be made to the Paying Agent for the ratable account pro rata --- ---- benefit (on the basis of the Banks category of obligation then being paid, i.e., ---- principal, interest or Fees) of all Banks, not later than 12:00 Noon (New York Chicago time) on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (orfor the account of such non-U.S. office of the Paying Agent as the Paying Agent may from time to time direct, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Paying Agent shall have been notified by the applicable Borrower Company prior to the date on which any payment to be made by the applicable Borrower Company hereunder is due that the applicable Borrower Company does not intend to remit such payment, the Paying Agent may, at its discretion, assume that the applicable Borrower Company has remitted such payment when so due and the Paying Agent may, at its discretion and in reliance upon such assumption, make available to each Bank with respect to a Syndicate Loan (or to the appropriate Bank in the case of a Commitment Loan) on such payment date (for the account of its applicable lending officeEurodollar Office or CD Office in the case of payments in respect of Eurodollar Loans or Fixed CD Rate Loans, as the case may be) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower Company has not in fact remitted such payment to the Paying Agent, each such Bank shall forthwith on demand repay to the Paying Agent the amount of such assumed payment made available to such Bank together with interest thereon in respect of each day from and including the date such amount was made available by the Paying Agent to such Bank to the date such amount is repaid to the Paying Agent at a the overnight Federal Funds rate per annum equal in effect from time to time. (b) All payments in respect of Commitment Loans, Special Facility Loans and Acceptances shall be made to the Federal Funds Rate. On relevant Bank not later than 12:00 Noon (local time) on the commencement date of each Interest Period when due and on each date occurring two Business Days prior to an Interest Payment Dateshall be made in U.S. dollars and in immediately available funds, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assumingor, in the case of Base Rate Loansa Loan made in an Optional Currency, that there is no change in the rate of interest applicable to respective Optional Currency and in such funds as may be agreed upon by the applicable Base Rate Loan); providedCompany and such Bank, however, that failure to so notify at the applicable Borrower shall not affect such Borrower's obligation to make any such paymentsrelevant Bank Payment Office.

Method and Place of Payment, etc. Except as expressly provided ------------------------------------- herein, all payments under this Agreement shall be made to the Agent for the ratable account of the Banks not later than Noon (New York time) on the date when due and shall be made in freely transferable U.S. dollars and in immediately available funds at the Payment Office (or, if such payment is made in respect of principal of or interest on any Eurodollar Loan, for the account of such non-U.S. office of the Agent as the Agent may from time to time direct). Unless the Agent shall have been notified by the applicable Borrower prior to the date on which any payment to be made by the applicable Borrower hereunder is due that the applicable Borrower does not intend to remit such payment, the Agent may, at its discretion, assume that the applicable Borrower has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make available to each Bank (for the account of its applicable lending office) on such payment date an amount equal to such Bank's share of such assumed payment. If the applicable Borrower has not in fact remitted such payment to the Agent, each Bank shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Bank together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent at a rate per annum equal to the Federal Funds Rate. On the commencement date of each Interest Period and on each date occurring two Business Days prior to an Interest Payment Date, the Agent shall notify the applicable Borrower of the amount of interest and/or fees due at the end of such Interest Period or on such Interest Payment Date (assuming, in the case of Base Rate Loans, that there is no change in the rate of interest applicable to the applicable Base Rate Loan); provided, however, that failure to so notify -------- ------- the applicable Borrower shall not affect such the Borrower's obligation to make any such payments.