AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
SECTION 2.12
PAYMENTS GENERALLY.
(A)
ALL PAYMENTS TO BE MADE BY THE BORROWER SHALL BE MADE WITHOUT
CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM, DEFENSE, RECOUPMENT OR SETOFF.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL PAYMENTS BY THE BORROWER
HEREUNDER WITH RESPECT TO PRINCIPAL AND INTEREST ON LOANS DENOMINATED IN AN
ALTERNATIVE CURRENCY SHALL BE MADE TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT
OF THE RESPECTIVE LENDERS TO WHICH SUCH PAYMENT IS OWED, AT THE APPLICABLE
ADMINISTRATIVE AGENT'S OFFICE IN SUCH ALTERNATIVE CURRENCY AND IN SAME DAY FUNDS
NOT LATER THAN 2:00 P.M. (LONDON TIME) ON THE DATES SPECIFIED HEREIN.
IF, FOR
ANY REASON, THE BORROWER IS PROHIBITED BY ANY LAW FROM MAKING ANY REQUIRED
PAYMENT HEREUNDER IN AN ALTERNATIVE CURRENCY, THE BORROWER SHALL MAKE SUCH
PAYMENT IN DOLLARS IN THE DOLLAR AMOUNT OF THE ALTERNATIVE CURRENCY PAYMENT
AMOUNT.
THE ADMINISTRATIVE AGENT WILL PROMPTLY DISTRIBUTE TO EACH LENDER ITS
PRO RATA SHARE (OR OTHER APPLICABLE SHARE AS PROVIDED HEREIN) OF SUCH PAYMENT IN
LIKE FUNDS AS RECEIVED BY WIRE TRANSFER TO SUCH LENDER'S LENDING OFFICE.
ALL
PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT (I) AFTER 2:00 P.M., IN THE CASE
OF PAYMENTS IN DOLLARS, OR (II) AFTER 2:00 P.M. (LONDON TIME) IN THE CASE OF
PAYMENTS IN AN ALTERNATIVE CURRENCY, SHALL IN EACH CASE BE DEEMED RECEIVED ON
THE NEXT SUCCEEDING BUSINESS DAY AND ANY APPLICABLE INTEREST OR FEE SHALL
CONTINUE TO ACCRUE.
(B)
IF ANY PAYMENT TO BE MADE BY THE BORROWER SHALL COME DUE ON A DAY
OTHER THAN A BUSINESS DAY, PAYMENT SHALL BE MADE ON THE NEXT FOLLOWING BUSINESS
DAY, AND SUCH EXTENSION OF TIME SHALL BE REFLECTED IN COMPUTING INTEREST OR
FEES, AS THE CASE MAY BE; PROVIDED THAT, IF SUCH EXTENSION WOULD CAUSE PAYMENT
OF INTEREST ON OR PRINCIPAL OF EUROCURRENCY RATE LOANS TO BE MADE IN THE NEXT
SUCCEEDING CALENDAR MONTH, SUCH PAYMENT SHALL BE MADE ON THE IMMEDIATELY
PRECEDING BUSINESS DAY.
(C)
UNLESS THE BORROWER OR ANY LENDER HAS NOTIFIED THE ADMINISTRATIVE
AGENT, PRIOR TO THE DATE ANY PAYMENT IS REQUIRED TO BE MADE BY IT TO THE
ADMINISTRATIVE AGENT HEREUNDER, THAT THE BORROWER OR SUCH LENDER, AS THE CASE
MAY BE, WILL NOT MAKE SUCH PAYMENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE
BORROWER OR SUCH LENDER, AS THE CASE MAY BE, HAS TIMELY MADE SUCH PAYMENT AND
MAY (BUT SHALL NOT BE SO REQUIRED TO), IN RELIANCE THEREON, MAKE AVAILABLE A
CORRESPONDING AMOUNT TO THE PERSON ENTITLED THERETO.
IF AND TO
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THE EXTENT THAT SUCH PAYMENT WAS NOT IN FACT MADE TO THE ADMINISTRATIVE AGENT IN
SAME DAY FUNDS, THEN:
(I)
IF THE BORROWER FAILED TO MAKE SUCH PAYMENT, EACH LENDER SHALL FORTHWITH
ON DEMAND REPAY TO THE ADMINISTRATIVE AGENT THE PORTION OF SUCH ASSUMED PAYMENT
THAT WAS MADE AVAILABLE TO SUCH LENDER IN SAME DAY FUNDS, TOGETHER WITH INTEREST
THEREON IN RESPECT OF EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT WAS MADE
AVAILABLE BY THE ADMINISTRATIVE AGENT TO SUCH LENDER TO