Common use of Place and Manner of Payment Clause in Contracts

Place and Manner of Payment. a. All amounts payable by Borrower to the Lenders shall be made to Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the 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. In addition to the Scheduled Term Amortization Payments and prepayments from the proceeds of Make Well Contributions, Borrower may make prepayments ("C/T Principal Prepayments") of the outstanding balance of principal owing under the C/T Note no more frequently than three (3) such C/T Principal Prepayments during each calendar month. Each such C/T Principal Prepayment shall be in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (or, if less, the outstanding principal amount of the C/T Loan) and in increments of Ten Thousand Dollars ($10,000.00) in excess thereof. b. All such amounts payable by Borrower shall be made to Agent Bank at its office located at Xxxxx Fargo Bank, Syndications Division, 000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or at such other address as may be directed in writing by Agent Bank from time to time 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 Borrower with such payment on the day so received and shall promptly disburse to the Lenders on the same day the Pro Rata Share of payments in immediately available funds. If such payment is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrower with such payment as of the next Banking Business Day and disburse to the Lenders on the next Banking Business Day such Pro Rata Share of such payment in immediately available funds. Any payment on the C/T Loan made by Borrower to Agent Bank pursuant to the terms of this Credit Agreement for the account of Lenders shall constitute payment to the appropriate Lenders. If the 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 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 on the last day of the applicable Interest Period unless Borrower gives three (3) days prior written notice to Agent Bank and additionally pay concurrently with such prepayment 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 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 Officer prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, the Agent Bank may assume that 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 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 (a) notify the Agent Bank of such fact, and (b) purchase from the other Lenders such participations in the 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 (i) the amount of such paying Lender's required repayment to (ii) 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. 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 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. All amounts payable by Borrower to the Lenders shall be made to Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the C/T Note Notes and shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. In addition Other than in connection with: (i) principal payments which may be required to decrease the Scheduled Term Amortization Payments Funded RLC Outstandings and prepayments from L/C Exposure to an amount equal to or less than the proceeds Aggregate RLC Commitment, or (ii) principal payments to increase the Available RLC Borrowings to an amount equal to or in excess of Make Well ContributionsConstruction Completion Costs as of any date of determination, Borrower may shall not make prepayments repayments ("CR/T C Principal Prepayments") of the outstanding balance of principal owing under the C/T Revolving Credit Note no more frequently than three (3) such CR/T C Principal Prepayments during each calendar month. Each such CR/T C Principal Prepayment shall be in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (or, if less, the outstanding principal amount of the C/T LoanRevolving Credit Facility) and in increments of Ten Thousand Dollars ($10,000.00) in excess thereof. b. All such amounts payable by Borrower shall be made to Agent Bank at its office located at Xxxxx Fargo Bank, Syndications Division, 000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or at such other address as may be directed in writing by Agent Bank from time to time and shall be designated as payments on the C/T LoanLoan or the Revolving Credit Facility. If such payment is received by Agent Bank prior to 11:00 a.m., Agent Bank shall credit 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 C/T Loan or the Revolving Credit Facility, as applicable, in immediately available funds. If such payment is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrower with such payment as of the next Banking Business Day and disburse to the Lenders on the next Banking Business Day such Pro Rata Share of such payment relating to the C/T Loan or the Revolving Credit Facility, as applicable, in immediately available funds. Any payment on the C/T Loan Bank Facilities made by Borrower to Agent Bank pursuant to the terms of this Credit Agreement for the account of Lenders shall constitute payment to the appropriate Lenders. If the C/T Loan or 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 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 on the last day of the applicable Interest Period unless Borrower gives three (3) days prior written notice to Agent Bank and additionally pay concurrently with such prepayment 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 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 Officer prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, the Agent Bank may assume that 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 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. d. 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 (a) notify the Agent Bank of such fact, and (b) purchase from the other Lenders such participations in the 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 LenderXxxxxx's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) 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. Borrower Xxxxxxxx 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 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. All amounts payable by Borrower Borrowers to the Lenders Lender shall be made to Agent Bank on behalf of Lenders Lender pursuant to the terms of this Credit Agreement and the C/T Revolving Credit Note and shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. In addition to the Scheduled Term Amortization Payments and prepayments from the proceeds of Make Well Contributions, Borrower may make prepayments ("C/T Principal Prepayments") of the outstanding balance of principal owing under the C/T Note no more frequently than three (3) such C/T Principal Prepayments during each calendar month. Each such C/T Principal Prepayment shall be in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (or, if less, the outstanding principal amount of the C/T Loan) and in increments of Ten Thousand Dollars ($10,000.00) in excess thereof. b. All such amounts payable by Borrower Borrowers shall be made to Agent Bank Lender at its office located at Xxxxx Fargo U.S. Bank, Syndications DivisionCorporate Banking Department, 000 Xxxxx 0000 X. Xxxxxx, Xxxxxx Xxxxx 000, Xxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxxxx 00000, Xxxxxxx Xxxxxxxx, A.V.P., or at such other address location as Lender may be directed designate in writing by Agent Bank from time to time and shall be designated as payments on the C/T Loantime. If such payment is received by Agent Bank Lender prior to 11:00 a.m.o'clock a. m., Agent Bank Lender shall credit Borrower Borrowers with such payment on the day so received and shall promptly disburse to the Lenders on the same day the Pro Rata Share of payments in immediately available fundsreceived. If such payment is received by Agent Bank Lender after 11:00 o'clock a.m., Agent Bank Lender shall credit Borrower Borrowers with such payment as of the next Banking Business Day and disburse to the Lenders on the next Banking Business Day such Pro Rata Share of such payment in immediately available funds. Any payment on the C/T Loan made by Borrower to Agent Bank pursuant to the terms of this Credit Agreement for the account of Lenders shall constitute payment to the appropriate LendersDay. If the C/T Loan 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 C/T Loan 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 an IBO Rate may only be prepaid on the last day of the applicable Interest Period unless Borrower gives Borrowers give three (3) days prior written notice to Agent Bank Lender and additionally pay concurrently with such prepayment such additional amount or amounts as will compensate Lenders Lender for any losses, costs or expenses which they it 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 IBOR Loan ("Breakage Charges"). A certificate of a Lender as to amounts payable hereunder shall be conclusive and binding on Borrower 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 IBOR Loan in the London interbank market; provided that no Lender shall not have any obligation to actually fund any LIBOR IBOR Loan in such manner. d. Unless the Agent Bank receives notice from an Authorized Officer prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, the Agent Bank may assume that 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 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 (a) notify the Agent Bank of such fact, and (b) purchase from the other Lenders such participations in the 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 (i) the amount of such paying Lender's required repayment to (ii) 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. 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 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. (a) All amounts payable by Borrower to payments of principal, --------------------------- interest and fees hereunder and under the Lenders Notes shall be made to Agent Bank on behalf of Lenders pursuant to the terms of this Credit Agreement and the 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. In addition to funds at the Scheduled Term Amortization Payments and prepayments from the proceeds of Make Well Contributions, Borrower may make prepayments Bank's Office ("C/T Principal Prepayments") of the outstanding balance of principal owing under the C/T Note no more frequently than three (3) such C/T Principal Prepayments during each calendar month. Each such C/T Principal Prepayment shall be in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (or, if less, the outstanding principal amount of the C/T Loan) and in increments of Ten Thousand Dollars ($10,000.00) in excess thereof. b. All such amounts payable by Borrower shall be made to Agent Bank at its office located at Xxxxx Fargo Bank, Syndications Division, 000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or at such other address office as may be directed the Bank shall specify to the Borrowers in writing by Agent Bank from time to time and writing) no later than 1:00 p.m. on the date when due. Any payments received after 1:00 p.m. on any Business Day shall be designated as payments deemed to have been received on the C/T Loannext succeeding Business Day. If At the time of making each payment hereunder or under the Notes, each Borrower shall specify to the Bank the Loans or other amounts payable by such Borrower hereunder to which such payment is received by Agent to be applied (and in the event that it fails to so specify, or if an Event of Default has occurred and is continuing, the Bank prior to 11:00 a.m., Agent Bank shall credit Borrower with may apply such payment on the day so received and shall promptly disburse to the Lenders on the same day the Pro Rata Share of payments in immediately available funds. If such payment is received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrower with such payment as of the next Banking Business Day and disburse to the Lenders on the next Banking Business Day such Pro Rata Share of such payment in immediately available funds. Any payment on the C/T Loan made by Borrower to Agent Bank pursuant to the terms of this Credit Agreement for the account of Lenders shall constitute payment to the appropriate LendersLoans or other amounts payable by any Borrower hereunder as it may elect in its sole discretion). The rights of the Bank under this Section 3.1 are in addition to and not in lieu of the rights of set-off under Section 9.12 and under applicable law. If the C/T Loan or any payment required to amount payable hereunder shall be made thereon or hereunder, is or becomes due and payable on a day other than which is not a Banking Business Day, the due date thereof shall be extended to the next immediately succeeding Banking Business Day and interest thereon shall be payable accrue during the period of such extension at the then applicable rate during such extensionprovided in this Agreement. c. The outstanding principal owing (b) All payments made by each Borrower hereunder or under the 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 on the last day of the applicable Interest Period unless Borrower gives three (3) days prior written notice to Agent Bank and additionally pay concurrently with such prepayment such additional amount or amounts as Note 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 Borrower for all purposes, absent manifest or demonstrable error. Any calculation hereunder shall be made on the assumption that each Lender has funded or in Dollars. All such payments 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 Officer prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, the Agent Bank may assume that Borrower has be 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 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 without set-off, counterclaim or otherwise) in excess of its Syndication Interestother defense, such Lender shall immediately (a) notify the Agent Bank of such factfree and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any potential subdivision or taxing authority thereof or therein (b) purchase from but excluding any tax imposed on or measured by the other Lenders such participations in net income of the 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 (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable imposed by the purchasing Lender in respect United States or the City or State of the total amount so recovered. Borrower agrees that any Lender so purchasing a participation from another Lender mayNew York) and all interest, to the fullest extent permitted by law, exercise all its rights of payment penalties or similar liabilities with respect to such participation as fully as if such Lender were the direct creditor of 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 omittedthereto.

Place and Manner of Payment. a. All amounts payable by Borrower to the Lenders Lender shall be made to Agent Bank on behalf of Lenders Lender pursuant to the terms of this Credit Agreement and the C/T Revolving Credit Note and shall be made on a Banking Business Day in lawful money of the United States of America and in immediately available funds. In addition to the Scheduled Term Amortization Payments and prepayments from the proceeds of Make Well Contributions, Borrower may make prepayments ("C/T Principal Prepayments") of the outstanding balance of principal owing under the C/T Note no more frequently than three (3) such C/T Principal Prepayments during each calendar month. Each such C/T Principal Prepayment shall be in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (or, if less, the outstanding principal amount of the C/T Loan) and in increments of Ten Thousand Dollars ($10,000.00) in excess thereof. b. All such amounts payable by Borrower shall be made to Agent Bank Lender at its office located at Xxxxx Fargo U.S. Bank, Syndications DivisionCommercial Banking Department, 000 Xxxxx 0000 X. Xxxxxx Xxxxxx, Xxxxxx Xxxxx 000, Xxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxxxx 00000, Attn: Xxxxx Xxxxxxxx, Vice President, or at such other address location as Lender may be directed designate in writing by Agent Bank from time to time and shall be designated as payments on the C/T Loantime. If such payment is received by Agent Bank Lender prior to 11:00 o'clock a.m., Agent Bank Lender shall credit Borrower with such payment on the day so received and shall promptly disburse to the Lenders on the same day the Pro Rata Share of payments in immediately available fundsreceived. If such payment is received by Agent Bank Lender after 11:00 o'clock a.m., Agent Bank Lender shall credit Borrower with such payment as of the next Banking Business Day and disburse to the Lenders on the next Banking Business Day such Pro Rata Share of such payment in immediately available funds. Any payment on the C/T Loan made by Borrower to Agent Bank pursuant to the terms of this Credit Agreement for the account of Lenders shall constitute payment to the appropriate LendersDay. If the C/T Loan 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 C/T Loan may, subject to Section 2.07(a), Credit Facility and the Revolving Credit Note may 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 on the last day of the applicable Interest Period unless Borrower gives three (3) days prior written notice to Agent Bank and additionally pay concurrently with such prepayment 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 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 Officer prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, the Agent Bank may assume that 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 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 (a) notify the Agent Bank of such fact, and (b) purchase from the other Lenders such participations in the 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 (i) the amount of such paying Lender's required repayment to (ii) 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. 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 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.