Common use of Place and Manner of Payment Clause in Contracts

Place and Manner of Payment. a. All amounts payable by Borrowers to the Lenders shall be made to Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the Notes and shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. Other than in connection with: (i) the Scheduled Reductions of principal, or (ii) principal payments which may be required to decrease the Aggregate Outstandings to an amount equal to or less than the Maximum Permitted Balance, Borrowers shall not make repayments ("Principal Prepayments") of the outstanding balance of principal owing under the Revolving Credit Note more frequently than five (5) such Principal Prepayments during each calendar month. Each such Principal Prepayment of the Base Rate Loan shall be in a minimum amount of Five Hundred Thousand Dollars ($500,000.00) (or, if less, the outstanding principal amount of the Base Rate Loan) and in increments of One Hundred Thousand Dollars ($100,000.00) in excess thereof. Each such Principal Prepayment of a LIBOR Loan shall be in a minimum amount of One Million Dollars ($1,000,000.00) and in increments of One Million Dollars ($1,000,000.00) in excess thereof; provided, that in no event shall any outstanding LIBOR Loan have a principal balance of less than Five Million Dollars ($5,000,000.00). b. All such amounts payable by Borrowers shall be made to Agent Bank at its office located at Wellx Xxxgo Bank, Syndications Division, 201 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx at such other address as may be directed in writing by Agent Bank from time to time. If such payment is received by Agent Bank prior to 11:00 a.m., Agent Bank shall credit Borrowers with such payment on the day so received and shall disburse to the appropriate Lenders on the same day the Pro Rata Share of payments relating to the Credit Facility in immediately available funds. If such payment is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrowers with such payment as of the next Banking Business Day and disburse to the appropriate Lenders on the next Banking Business Day such Pro Rata Share of such payment relating to the Credit Facility, in immediately available funds. Any payment on the Credit Facility made by Borrowers to Agent Bank pursuant to the terms of this Credit Agreement or the Revolving Credit Note for the account of Lenders shall constitute payment to the appropriate Lenders. If the Revolving Credit Note or any payment required to be made thereon or hereunder, is or becomes due and payable on a day other than a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension. c. The outstanding principal owing under the Credit Facility and the Revolving Credit Note may, subject to Section 2.07(a), be prepaid at any time in whole or in part without penalty, provided, however, that any portion or portions of the unpaid principal balance which is accruing interest at a LIBO Rate may only be prepaid or repaid on the last day of the applicable Interest Period unless Borrowers give three (3) days prior written notice to Agent Bank and additionally pay concurrently with such prepayment or repayment such additional amount or amounts as will compensate Lenders for any losses, costs or expenses which they may incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such LIBOR Loan ("Breakage Charges"). A certificate of a Lender as to amounts payable hereunder shall be conclusive and binding on Borrowers for all purposes, absent manifest or demonstrable error. Any calculation hereunder shall be made on the assumption that each Lender has funded or will fund each LIBOR Loan in the London interbank market; provided that no Lender shall have any obligation to actually fund any LIBOR Loan in such manner. d. Unless the Agent Bank receives notice from an Authorized Representative prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Agent Bank may assume that the Borrowers have made such payment in full to the Agent Bank on such date in immediately available funds and the Agent Bank may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have not made such payment in full to the Agent Bank, each Lender shall repay to the Agent Bank on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. e. If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment with respect to the Bank Facilities (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Syndication Interest, such Lender shall immediately (i) notify the Agent Bank of such fact, and (ii) purchase from the other Lenders such participations in the Credit Facility as shall be necessary to cause such purchasing Lender to share the excess payment with each of them in proportion to their respective Syndication Interests; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (x) the amount of such paying Lender's required repayment to (y) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Agent Bank will keep records (which shall be conclusive and binding in the absence of manifest error) of each participation purchased under this section and will in each case notify the Lenders following any such purchases or repayments.

Place and Manner of Payment. a. (a) All amounts payable by Borrowers Borrower to the Lenders shall be made to or Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the Notes and Facility shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. Other than in connection with: (i) the Scheduled Reductions of principal, or (ii) principal payments which may be required to decrease the Aggregate Funded Outstandings to an amount equal to or less than the Maximum Permitted BalanceAggregate Commitment, Borrowers Borrower shall not make repayments ("“Principal Prepayments"”) of the outstanding balance of principal owing under the Revolving Credit Note more frequently than five (5) three such Principal Prepayments during each calendar month. Each such Principal Prepayment of the Base Rate Loan shall be in a minimum amount of Five Hundred Fifty Thousand Dollars ($500,000.00) (or, if less, the outstanding principal amount of the Base Rate Loan50,000.00) and in increments of One Hundred Ten Thousand Dollars ($100,000.0010,000.00). Borrower shall give written notice to Agent Bank of each Principal Payment by 11:00 a.m. on a day which is at least three (3) in excess thereof. Each such Banking Business Days prior to each Principal Prepayment of all or any portion of a LIBOR Loan shall be in or one (1) Banking Business Day prior to each Principal Prepayment of all or any portion of a minimum amount of One Million Dollars ($1,000,000.00) and in increments of One Million Dollars ($1,000,000.00) in excess thereof; provided, that in no event shall any outstanding LIBOR Loan have a principal balance of less than Five Million Dollars ($5,000,000.00)Base Rate Loan. b. (b) All such amounts payable by Borrowers Borrower shall be made to Agent Bank at its office located at Wellx Xxxgo Bank, Syndications Division, 201 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx at such other address as may be directed in writing debited by Agent Bank from time Borrower’s Designated Deposit Account on the earlier of: (i) the date specified by Borrower by written notice to timeAgent Bank, or (ii) on the date upon which such payment is due. If such payment written notice is received by Agent Bank prior to 11:00 a.m., Agent Bank shall credit Borrowers Borrower with such payment on the day so received and shall promptly disburse to the appropriate Lenders on the same day the Pro Rata Share of payments relating to the Credit Facility Facility, in immediately available funds. If such payment written notice is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrowers Borrower with such payment as of the next Banking Business Day and disburse to the appropriate Lenders on the next Banking Business Day such Pro Rata Share of such payment relating to the Credit Facility, Facility in immediately available funds. Any payment on the Credit Facility made by Borrowers Borrower to Agent Bank pursuant to the terms of this Credit Agreement or the Revolving Credit Note for the account of Lenders shall constitute payment to the appropriate Lenders. If the Revolving Credit Note or any payment required to be made thereon or hereunder, is or becomes due and payable on a day other than a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension. c. (c) The outstanding principal owing under the Credit Facility and the Revolving Credit Note may, subject to Section 2.07(a), be prepaid at any time in whole or in part without penalty, provided, however, that any portion or portions of the unpaid principal balance which is accruing interest at a LIBO Rate may only be prepaid or repaid on the last day of the applicable Interest Period unless Borrowers give Borrower gives three (3) days prior written notice to Agent Bank and additionally pay pays concurrently with such prepayment or repayment such additional amount or amounts as will compensate Lenders for any losses, costs or expenses which they may incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such LIBOR Loan ("“Breakage Charges"”). A certificate of a Lender as to amounts payable hereunder shall be conclusive and binding on Borrowers Borrower for all purposes, absent manifest or demonstrable error. Any calculation hereunder shall be made on the assumption that each Lender has funded or will fund each LIBOR Loan in the London interbank market; provided that no Lender shall have any obligation to actually fund any LIBOR Loan in such manner. d. (d) Unless the Agent Bank receives notice from an Authorized Representative Officer prior to the date on which any payment is due to the Lenders that the Borrowers Borrower will not make such payment in full as and when required, the Agent Bank may assume that the Borrowers have Borrower has made such payment in full to the Agent Bank on such date in immediately available funds and the Agent Bank may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have Borrower has not made such payment in full to the Agent Bank, each Lender shall repay to the Agent Bank on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. e. (e) If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment with respect to the Bank Facilities Credit Facility (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Syndication Interest, such Lender shall immediately (ia) notify the Agent Bank of such fact, and (iib) purchase from the other Lenders such participations in the Credit Facility as shall be necessary to cause such purchasing Lender to share the excess payment with each of them in proportion to their respective Syndication Interests; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ’s ratable share (according to the proportion of (xi) the amount of such paying Lender's ’s required repayment to (yii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrowers agree Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Borrower in the amount of such participation. The Agent Bank will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of each participation purchased under this section and will in each case notify the Lenders following any such purchases or repayments.

Place and Manner of Payment. a. All amounts payable by Borrowers Borrower to the Lenders shall be made to Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the Notes C/T Note and shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. Other than in connection with: (i) In addition to the Scheduled Reductions Term Amortization Payments and prepayments from the proceeds of principalMake Well Contributions, or (ii) principal payments which Borrower may be required to decrease the Aggregate Outstandings to an amount equal to or less than the Maximum Permitted Balance, Borrowers shall not make repayments prepayments ("C/T Principal Prepayments") of the outstanding balance of principal owing under the Revolving Credit C/T Note no more frequently than five three (53) such C/T Principal Prepayments during each calendar month. Each such C/T Principal Prepayment of the Base Rate Loan shall be in a minimum amount of Five One Hundred Thousand Dollars ($500,000.00100,000.00) (or, if less, the outstanding principal amount of the Base Rate C/T Loan) and in increments of One Hundred Ten Thousand Dollars ($100,000.0010,000.00) in excess thereof. Each such Principal Prepayment of a LIBOR Loan shall be in a minimum amount of One Million Dollars ($1,000,000.00) and in increments of One Million Dollars ($1,000,000.00) in excess thereof; provided, that in no event shall any outstanding LIBOR Loan have a principal balance of less than Five Million Dollars ($5,000,000.00). b. All such amounts payable by Borrowers Borrower shall be made to Agent Bank at its office located at Wellx Xxxgo Xxxxx Fargo Bank, Syndications Division, 201 000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx or at such other address as may be directed in writing by Agent Bank from time to timetime and shall be designated as payments on the C/T Loan. If such payment is received by Agent Bank prior to 11:00 a.m., Agent Bank shall credit Borrowers Borrower with such payment on the day so received and shall promptly disburse to the appropriate Lenders on the same day the Pro Rata Share of payments relating to the Credit Facility in immediately available funds. If such payment is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrowers Borrower with such payment as of the next Banking Business Day and disburse to the appropriate Lenders on the next Banking Business Day such Pro Rata Share of such payment relating to the Credit Facility, in immediately available funds. Any payment on the Credit Facility C/T Loan made by Borrowers Borrower to Agent Bank pursuant to the terms of this Credit Agreement or the Revolving Credit Note for the account of Lenders shall constitute payment to the appropriate Lenders. If the Revolving Credit Note C/T Loan or any payment required to be made thereon or hereunder, is or becomes due and payable on a day other than a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension. c. The outstanding principal owing under the Credit Facility and the Revolving Credit Note C/T Loan may, subject to Section 2.07(a), be prepaid at any time in whole or in part without penalty, provided, however, that any portion or portions of the unpaid principal balance which is accruing interest at a LIBO Rate may only be prepaid or repaid on the last day of the applicable Interest Period unless Borrowers give Borrower gives three (3) days prior written notice to Agent Bank and additionally pay concurrently with such prepayment or repayment such additional amount or amounts as will compensate Lenders for any losses, costs or expenses which they may incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such LIBOR Loan ("Breakage Charges"). A certificate of a Lender as to amounts payable hereunder shall be conclusive and binding on Borrowers Borrower for all purposes, absent manifest or demonstrable error. Any calculation hereunder shall be made on the assumption that each Lender has funded or will fund each LIBOR Loan in the London interbank market; provided that no Lender shall have any obligation to actually fund any LIBOR Loan in such manner. d. Unless the Agent Bank receives notice from an Authorized Representative Officer prior to the date on which any payment is due to the Lenders that the Borrowers Borrower will not make such payment in full as and when required, the Agent Bank may assume that the Borrowers have Borrower has made such payment in full to the Agent Bank on such date in immediately available funds and the Agent Bank may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have Borrower has not made such payment in full to the Agent Bank, each Lender shall repay to the Agent Bank on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. e. If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment with respect to the Bank Facilities (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Syndication Interest, such Lender shall immediately (ia) notify the Agent Bank of such fact, and (iib) purchase from the other Lenders such participations in the Credit Facility Bank Facilities as shall be necessary to cause such purchasing Lender to share the excess payment with each of them in proportion to their respective Syndication Interests; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (xi) the amount of such paying Lender's required repayment to (yii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrowers agree Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Borrower in the amount of such participation. The Agent Bank will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of each participation purchased under this section and will in each case notify the Lenders following any such purchases or repayments. Sections 2.08 through 2.12. Intentionally omitted.

Place and Manner of Payment. a. 2.7.1. All amounts payable by Borrowers Borrower to the Lenders shall be made to or Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the Notes and Facility shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. Other than in connection with: (i) the Scheduled Reductions of principal, or (ii) principal payments which may be required to decrease the Aggregate Funded Outstandings to an amount equal to or less than the Maximum Permitted BalanceAggregate Commitment, Borrowers Borrower shall not make repayments ("Principal Prepayments") of the outstanding balance of principal owing under the Revolving Credit Note more frequently than five (5) three such Principal Prepayments during each calendar month. Each such Principal Prepayment of the Base Rate Loan shall be in a minimum amount of Five Hundred Fifty Thousand Dollars ($500,000.00) (or, if less, the outstanding principal amount of the Base Rate Loan50,000.00) and in increments of One Hundred Ten Thousand Dollars ($100,000.0010,000.00). Borrower shall give written notice to Agent Bank of each Principal Payment by 11:00 a.m. on a day which is at least three (3) in excess thereof. Each such Banking Business Days prior to each Principal Prepayment of all or any portion of a LIBOR Loan shall be in or one (1) Banking Business Day prior to each Principal Prepayment of all or any portion of a minimum amount of One Million Dollars ($1,000,000.00) and in increments of One Million Dollars ($1,000,000.00) in excess thereof; provided, that in no event shall any outstanding LIBOR Loan have a principal balance of less than Five Million Dollars ($5,000,000.00)Base Rate Loan. b. 2.7.2. All such amounts payable by Borrowers Borrower shall be made to Agent Bank at its office located at Wellx Xxxgo Bank, Syndications Division, 201 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, xx at such other address as may be directed in writing debited by Agent Bank from time Borrower's Designated Deposit Account on the earlier of: (i) the date specified by Borrower by written notice to timeAgent Bank, or (ii) on the date upon which such payment is due. If such payment written notice is received by Agent Bank prior to 11:00 a.m., Agent Bank shall credit Borrowers Borrower with such payment on the day so received and shall promptly disburse to the appropriate Lenders on the same day the Pro Rata Share of payments relating to the Credit Facility Facility, in immediately available funds. If such payment written notice is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrowers Borrower with such payment as of the next Banking Business Day and disburse to the appropriate Lenders on the next Banking Business Day such Pro Rata Share of such payment relating to the Credit Facility, Facility in immediately available funds. Any payment on the Credit Facility made by Borrowers Borrower to Agent Bank pursuant to the terms of this Credit Agreement or the Revolving Credit Note for the account of Lenders shall constitute payment to the appropriate Lenders. If the Revolving Credit Note or any payment required to be made thereon or hereunder, is or becomes due and payable on a day other than a Banking Business Day, the due date thereof shall be extended to the next succeeding Banking Business Day and interest thereon shall be payable at the then applicable rate during such extension. c. 2.7.3. The outstanding principal owing under the Credit Facility and the Revolving Credit Note may, subject to Section 2.07(a), be prepaid at any time in whole or in part without penalty, provided, however, that any portion or portions of the unpaid principal balance which is accruing interest at a LIBO Rate may only be prepaid or repaid on the last day of the applicable Interest Period unless Borrowers give Borrower gives three (3) days prior written notice to Agent Bank and additionally pay pays concurrently with such prepayment or repayment such additional amount or amounts as will compensate Lenders for any losses, costs or expenses which they may incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such LIBOR Loan ("Breakage Charges"). A certificate of a Lender as to amounts payable hereunder shall be conclusive and binding on Borrowers Borrower for all purposes, absent manifest or demonstrable error. Any calculation hereunder shall be made on the assumption that each Lender has funded or will fund each LIBOR Loan in the London interbank market; provided that no Lender shall have any obligation to actually fund any LIBOR Loan in such manner. d. 2.7.4. Unless the Agent Bank receives notice from an Authorized Representative Officer prior to the date on which any payment is due to the Lenders that the Borrowers Borrower will not make such payment in full as and when required, the Agent Bank may assume that the Borrowers have Borrower has made such payment in full to the Agent Bank on such date in immediately available funds and the Agent Bank may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers have Borrower has not made such payment in full to the Agent Bank, each Lender shall repay to the Agent Bank on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. e. 2.7.5. If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment with respect to the Bank Facilities Credit Facility (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Syndication Interest, such Lender shall immediately (ia) notify the Agent Bank of such fact, and (iib) purchase from the other Lenders such participations in the Credit Facility as shall be necessary to cause such purchasing Lender to share the excess payment with each of them in proportion to their respective Syndication Interests; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (xi) the amount of such paying Lender's required repayment to (yii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrowers agree Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers Borrower in the amount of such participation. The Agent Bank will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of each participation purchased under this section and will in each case notify the Lenders following any such purchases or repayments.