Common use of Payments, Notice of Certain Repayments and Computations Clause in Contracts

Payments, Notice of Certain Repayments and Computations. (a) Subject to Section 2.10(c), all payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents shall be made in Dollars to the Administrative Agent at its address specified in Section 9.03 for the account of each of the Banks, in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.12, Section 2.13, Section 2.14, Section 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks under the Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate. (c) All payments by the Borrower of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section 9.03 in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate, as well as commitment fees, shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(b), Section 2.12, Section 2.13, Section 2.14, Section 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section 2.03, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.10(f) may, to the fullest extent permitted by law and this Agreement, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments, Notice of Certain Repayments and Computations. (a) Subject to Section 2.10(c), all All payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents shall be made in Dollars to the Administrative Agent at its address specified in Section 9.03 for the account of each of the Banks, in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.12, Section 2.13, Section 2.14, 2.14 or Section 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks under the Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on HOU04:37909.7 such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, Agent each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate. (c) All payments by the Borrower of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section 9.03 in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate, as well as commitment fees, shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(b), Section 2.12, Section 2.13, Section 2.14, 2.14 or Section 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section 2.03, as the case may be, Banks as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.10(f) may, to the fullest extent permitted by law and this Agreement, exercise all its rights of payment (including the right of setoff) with respect to HOU04:37909.7 such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments, Notice of Certain Repayments and Computations. (a) Subject to Section 2.10(c), all All payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents (other than Bank Group Derivatives) shall be made in Dollars to the Administrative Agent at its address specified in Section SECTION 9.03 for the account of each of the Banks, in immediately available funds not later than 11:00 10:00 a.m. (New York time) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section SECTION 2.12, Section SECTION 2.13, Section 2.14, Section SECTION 2.14 or SECTION 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks under the Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, Agent each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate. (c) All payments by the Borrower of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section SECTION 9.03 in immediately available funds not later than 11:00 10:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate, as well as commitment fees, shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; providedPROVIDED, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(b), Section SECTION 2.12, Section SECTION 2.13, Section 2.14, Section SECTION 2.14 or SECTION 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section 2.03, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section SECTION 2.10(f) may, to the fullest extent permitted by law and this Agreement, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments, Notice of Certain Repayments and Computations. (a) Subject to Section 2.10(c), all All payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents shall be made in Dollars to the Administrative Agent at its address specified in Section 9.03 for the account of each of the Banks, in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.12, Section 2.13, Section 2.14, 2.14 or Section 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks under the Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate. (c) All payments by the Borrower of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section 9.03 in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate, as well as commitment fees, shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(b), Section 2.12, Section 2.13, Section 2.14, 2.14 or Section 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section 2.03, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.10(f) may, to the fullest extent permitted by law and this Agreement, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments, Notice of Certain Repayments and Computations. (a) Subject Except with respect to Section 2.10(c)principal of, interest on and other amounts arising from, or incurred in respect of, Loans or Letters of Credit denominated in a Foreign Currency, all payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents shall be made in Dollars to the Administrative Agent at its address specified in Section 9.03 for the account of each of the Banks, applicable Agent Account in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. Unless otherwise specified herein, all payments of principal, interest and other amounts hereunder, under the Notes and the other Loan Documents denominated in a Foreign Currency shall be made in the same Foreign Currency to the Administrative Agent (or the Issuing Bank with respect to Letters of Credit) at the applicable Agent Account in immediately available funds not later than 11:00 a.m. (at the time of the jurisdiction in which the applicable Agent's Account for such Foreign Currency is located) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds and in like currencies relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section SECTION 2.11, SECTION 2.12, Section 2.13, Section SECTION 2.13 or SECTION 2.14, Section 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds in like currencies relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower required to make any payment hereunder prior to the date on which any payment is due to the Banks under the Loan Documents that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the such Borrower shall not have made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate. (c) All payments by the Borrower Borrowers of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section 9.03 SECTION 10.03 in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate or the Federal Funds Rate, as well as commitment fees, Rate shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feefees, as the case may be; providedPROVIDED, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(bSECTION 2.11, SECTION 2.12, SECTION 2.13 or SECTION 2.14), Section 2.12, Section 2.13, Section 2.14, Section 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section SECTION 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section SECTION 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section SECTION 2.03, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees Borrowers agree that any Bank so purchasing a participation from another Bank pursuant to this Section 2.10(fSECTION 2.09(F) may, to the fullest extent permitted by law and this Agreement, may exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower Borrowers in the amount of such participation. (g) To the extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Banks in accordance with the terms of this SECTION 2.09, the Administrative Agent shall be entitled to convert or exchange such funds into Dollars or into a Foreign Currency or from Dollars to a Foreign Currency, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this SECTION 2.09; PROVIDED that if such conversion results in the receipt by the Administrative Agent (acting reasonably and in good faith in making such conversion) of an insufficient amount of the currency required to be distributed, the applicable Borrower shall pay promptly such additional amount as may be necessary to compensate and indemnify the Administrative Agent for such shortfall.

Payments, Notice of Certain Repayments and Computations. (a) Subject to Section 2.10(c), all All payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents (other than Bank Group Derivatives) shall be made in Dollars to the Administrative Agent at its address specified in Section 9.03 for the account of each of the Banks, in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.12, Section 2.13, Section 2.14, 2.14 or Section 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks under the HOU04:43581.4 Loan Documents that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, Agent each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate. (c) All payments by the Borrower of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section 9.03 in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate, as well as commitment fees, shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(b), Section 2.12, Section 2.13, Section 2.14, 2.14 or Section 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section 2.03, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.10(f) may, to the fullest extent HOU04:43581.4 permitted by law and this Agreement, exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation.

Payments, Notice of Certain Repayments and Computations. (a) Subject Except with respect to Section 2.10(c)principal of, interest on and other amounts arising from, or incurred in respect of, Loans or Letters of Credit denominated in a Foreign Currency, all payments of principal, interest, commitment fees and other amounts hereunder, under the Notes and under the other Loan Documents shall be made in Dollars to the Administrative Agent at its address specified in Section 9.03 for the account of each of the Banks, applicable Agent Account in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. Unless otherwise specified herein, all payments of principal, interest and other amounts hereunder, under the Notes and the other Loan Documents denominated in a Foreign Currency shall be made in the same Foreign Currency to the Administrative Agent (or the Issuing Bank with respect to Letters of Credit) at the applicable Agent Account in immediately available funds not later than 11:00 a.m. (at the time of the jurisdiction in which the applicable Agent's Account for such Foreign Currency is located) on the date when due. Upon receipt of such payments, the Administrative Agent will promptly cause to be distributed like funds and in like currencies relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to Section 2.11, Section 2.12, Section 2.13, 2.13 or Section 2.14, Section 2.15, Section 9.04 or Section 9.14) to the Banks, for the account of their respective Applicable Lending Offices, and like funds in like currencies relating to the payment of any other amount payable to any Bank, to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. (b) Unless the Administrative Agent shall have received notice from the Borrower required to make any payment hereunder prior to the date on which any payment is due to the Banks under the Loan Documents that the such Borrower will not make such payment in full, the Administrative Agent may assume that the such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Borrower shall not have made such payment in full to the Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank, together with interest thereon for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Administrative Agent at the Federal Funds Rate.such (c) All payments by the Borrower Borrowers of the fees payable to the Administrative Agent or the Issuing Bank under Section 2.11(b) and Section 2.11(c) shall be made in Dollars directly to such Person at its address specified in Section 9.03 10.03 in immediately available funds not later than 11:00 a.m. (New York time) on the date when due. (d) All computations of interest based on the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Eurocurrency Rate or the Federal Funds Rate, as well as commitment fees, Rate shall be made on the basis of a year of 360 days (unless use of a 360 day year would cause the interest contracted for, charged or received hereunder to exceed the Highest Lawful Rate, in which case such computations shall be made on the basis of a year of 365 or 366 days, as the case may be), in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. (e) Whenever any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment feefees, as the case may be; provided, if such extension would cause payment of interest on or principal of Eurodollar Eurocurrency Rate Loans to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. (f) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it (other than pursuant to Section 2.08(b)2.11, Section 2.12, Section 2.13, 2.13 or Section 2.14, Section 2.15), Section 9.04 or Section 9.14) or payments by the Issuing Bank made pursuant to Section 2.03, in excess of its ratable share of payments on account of the Loans or payments by the Issuing Bank made pursuant to Section 2.03, obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Loans made by such other Banks, or the reimbursement obligations in respect of the payments by the Issuing Bank made pursuant to Section 2.03, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them. The Borrower agrees Borrowers agree that any Bank so purchasing a participation from another Bank pursuant to this Section 2.10(f2.09(f) may, to the fullest extent permitted by law and this Agreement, may exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower Borrowers in the amount of such participation. (g) To the extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any Note in currencies