ADMINISTRATIVE AGENT AT THE ADMINISTRATIVE AGENT'S OFFICE.
EACH SUCH PAYMENT
SHALL BE MADE WITHOUT CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM, DEFENSE,
RECOUPMENT OR SETOFF AND IRRESPECTIVE OF ANY CLAIM OR DEFENSE TO PAYMENT WHICH
MIGHT IN THE ABSENCE OF THIS PROVISION BE ASSERTED BY ANY LOAN PARTY AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER.
PAYMENTS RECEIVED AFTER 2:00 P.M. SHALL BE
DEEMED TO HAVE BEEN RECEIVED ON THE NEXT BUSINESS DAY, AND ANY APPLICABLE
INTEREST OR FEE SHALL CONTINUE TO ACCRUE.
EACH BORROWER SHALL, AT THE TIME IT
MAKES ANY PAYMENTS UNDER THIS AGREEMENT, SPECIFY TO THE ADMINISTRATIVE AGENT THE
GROUP OF LOANS, FEES OR OTHER AMOUNTS PAYABLE BY THE BORROWERS HEREUNDER TO
WHICH SUCH PAYMENT IS TO BE APPLIED (AND IF IT FAILS TO SPECIFY OR IF SUCH
APPLICATION WOULD BE INCONSISTENT WITH THE TERMS HEREOF, THE ADMINISTRATIVE
AGENT SHALL, SUBJECT TO SECTION 2.11, DISTRIBUTE SUCH PAYMENT TO THE LENDERS IN
SUCH MANNER AS THE ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE).
THE
ADMINISTRATIVE AGENT WILL DISTRIBUTE SUCH PAYMENTS TO THE APPLICABLE LENDERS ON
THE DATE OF RECEIPT THEREOF, IF SUCH PAYMENT IS RECEIVED PRIOR TO 2:00 P.M.;
OTHERWISE THE ADMINISTRATIVE AGENT WILL DISTRIBUTE SUCH PAYMENT TO THE
APPLICABLE LENDERS ON THE NEXT SUCCEEDING BUSINESS DAY.
WHENEVER ANY PAYMENT
HEREUNDER SHALL BE DUE ON A DAY WHICH IS NOT A BUSINESS DAY, THE DATE FOR
PAYMENT THEREOF SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY UNLESS (IN
THE CASE OF EURODOLLAR LOANS) SUCH BUSINESS DAY FALLS IN ANOTHER CALENDAR MONTH,
IN WHICH CASE THE DATE FOR PAYMENT THEREOF SHALL BE THE NEXT PRECEDING BUSINESS
DAY.
IF THE DATE FOR ANY PAYMENT OF PRINCIPAL IS EXTENDED BY OPERATION OF LAW
OR OTHERWISE, INTEREST THEREON SHALL BE PAYABLE FOR SUCH EXTENDED TIME.
EACH
BORROWER HEREBY AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT TO DEBIT ANY
ACCOUNT MAINTAINED BY SUCH BORROWER WITH THE ADMINISTRATIVE AGENT TO PAY WHEN
DUE ANY AMOUNTS REQUIRED TO BE PAID FROM TIME TO TIME UNDER THIS AGREEMENT.
(B)
DISTRIBUTIONS BY THE ADMINISTRATIVE AGENT.
UNLESS THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE BORROWERS PRIOR TO THE
DATE ON WHICH ANY PAYMENT IS DUE TO THE LENDERS HEREUNDER THAT THE BORROWERS
WILL NOT MAKE SUCH PAYMENT IN FULL, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE
BORROWERS HAVE 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 LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT
THEN DUE SUCH LENDER.
IF AND TO THE EXTENT THAT THE BORROWERS SHALL NOT HAVE SO
MADE SUCH PAYMENT, EACH LENDER SHALL REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH
ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH LENDER TOGETHER WITH INTEREST THEREON,
FOR EACH DAY
48
FROM THE DATE SUCH AMOUNT IS DISTRIBUTED TO SUCH LENDER UNTIL THE DATE SUCH
LENDER REPAYS SUCH AMOUNT TO THE ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS
RATE.
(C)
COMPUTATIONS.
EXCEPT FOR BASE RATE LOANS, IN WHICH CASE INTEREST