24 MONTHS AFTER THE DATE OF SUCH MANDATORY
REPAYMENT AND (Y) SECOND, TO THE EXTENT IN EXCESS THEREOF, TO THE THEN REMAINING
SCHEDULED REPAYMENTS ON A PRO RATA BASIS (BASED ON THE THEN REMAINING UNPAID
PRINCIPAL AMOUNT OF SUCH SCHEDULED REPAYMENTS AFTER GIVING EFFECT TO ALL PRIOR
REDUCTIONS THERETO).
(B)
WITH RESPECT TO EACH PREPAYMENT OF LOANS
REQUIRED BY SECTION 4.02, THE BORROWER MAY DESIGNATE THE TYPES OF LOANS WHICH
ARE TO BE PREPAID AND THE SPECIFIC BORROWING(S) UNDER THE AFFECTED FACILITY
PURSUANT TO WHICH MADE PROVIDED THAT (I) IF ANY PREPAYMENT OF EURODOLLAR LOANS
MADE PURSUANT TO A SINGLE BORROWING SHALL REDUCE THE OUTSTANDING LOANS MADE
PURSUANT TO SUCH BORROWING TO AN AMOUNT LESS THAN THE MINIMUM BORROWING AMOUNT
FOR SUCH BORROWING, SUCH BORROWING SHALL BE IMMEDIATELY CONVERTED INTO BASE RATE
LOANS; AND (II) EXCEPT FOR DIFFERING TREATMENTS OF DEFAULTING LENDERS AND
NON-DEFAULTING LENDERS AS EXPRESSLY PROVIDED IN SECTION 4.02(A)(A), EACH
PREPAYMENT OF ANY LOANS MADE PURSUANT TO A BORROWING SHALL BE APPLIED PRO RATA
AMONG SUCH LOANS.
IN THE ABSENCE OF A DESIGNATION BY THE BORROWER AS DESCRIBED
IN THE PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL, SUBJECT TO THE ABOVE,
MAKE SUCH DESIGNATION IN ITS SOLE DISCRETION WITH A VIEW, BUT NO OBLIGATION, TO
MINIMIZE BREAKAGE COSTS OWING UNDER SECTION 1.11.
4.03
METHOD AND PLACE OF PAYMENT.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE MADE TO THE ADMINISTRATIVE
AGENT FOR THE RATABLE ACCOUNT OF THE LENDERS ENTITLED THERETO, NOT LATER THAN
1:00 P.M. (NEW YORK TIME) ON THE DATE WHEN DUE AND SHALL BE MADE IN IMMEDIATELY
AVAILABLE FUNDS AND IN DOLLARS AT THE PAYMENT OFFICE, IT BEING UNDERSTOOD THAT
WRITTEN NOTICE BY THE BORROWER TO THE ADMINISTRATIVE AGENT TO MAKE A PAYMENT
FROM THE FUNDS IN THE BORROWER'S ACCOUNT AT THE PAYMENT OFFICE SHALL CONSTITUTE
THE MAKING OF SUCH PAYMENT TO THE EXTENT OF SUCH FUNDS HELD IN SUCH ACCOUNT.
ANY PAYMENTS UNDER THIS AGREEMENT WHICH ARE MADE LATER THAN 1:00 P.M. (NEW YORK
TIME) SHALL BE DEEMED TO HAVE BEEN MADE ON THE NEXT SUCCEEDING BUSINESS DAY.
WHENEVER ANY PAYMENT TO BE MADE HERE-
29
UNDER SHALL BE STATED TO BE DUE ON A DAY WHICH IS NOT A BUSINESS DAY, THE DUE
DATE THEREOF SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY AND, WITH
RESPECT TO PAYMENTS OF PRINCIPAL, INTEREST SHALL BE PAYABLE DURING SUCH
EXTENSION AT THE APPLICABLE RATE IN EFFECT IMMEDIATELY PRIOR TO SUCH EXTENSION.
4.04
NET PAYMENTS.
(A)
ALL PAYMENTS MADE BY ANY CREDIT PARTY HEREUNDER OR
UNDER ANY NOTE WILL BE MADE WITHOUT SETOFF, COUNTERCLAIM OR OTHER DEFENSE.
EXCEPT AS PROVIDED IN SECTION 4.04(B), ALL SUCH PAYMENTS WILL BE MADE FREE 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 POLITICAL SUBDIVISION OR
TAXING AUTHORITY THEREOF OR THEREIN WITH RESPECT TO SUCH PAYMENTS (BUT
EXCLUDING, EXCEPT AS