PERIOD DURING WHICH INTEREST OR SUCH FEES ARE COMPUTED FROM THE FIRST DAY
THEREOF TO THE LAST DAY THEREOF.
(B)
EACH DETERMINATION OF AN
INTEREST RATE BY THE ADMINISTRATIVE AGENT PURSUANT TO ANY PROVISION OF THIS
AGREEMENT SHALL BE CONCLUSIVE AND BINDING ON THE BORROWER AND THE LENDERS IN THE
ABSENCE OF MANIFEST ERROR.
SECTION 3.03.
PAYMENTS BY THE
BORROWER.
(A)
ALL PAYMENTS (INCLUDING PREPAYMENTS AND PAYMENTS OF PRINCIPAL OF
OR INTEREST ON ANY BORROWING OR ANY REIMBURSEMENT OF L/C DISBURSEMENT OR ANY
FEES OR OTHER AMOUNTS) TO BE MADE BY THE BORROWER HEREUNDER SHALL BE MADE
WITHOUT SET‐OFF
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OR COUNTERCLAIM AND SHALL, EXCEPT AS EXPRESSLY PROVIDED HEREIN, BE MADE TO THE
ADMINISTRATIVE AGENT FOR THE RATABLE ACCOUNT OF THE LENDERS OR FOR THE ACCOUNTS
OF THE APPLICABLE ISSUING BANKS AT THE ADMINISTRATIVE AGENT'S PAYMENT OFFICE, IN
DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS, NOT LATER THAN 12:00 NOON NEW YORK
CITY TIME ON THE DATE SPECIFIED HEREIN; PROVIDED, HOWEVER, THAT UNLESS OTHERWISE
SPECIFIED HEREIN, (I) EACH PAYMENT IN RESPECT OF A BID LOAN SHALL BE MADE
DIRECTLY TO THE RELEVANT LENDER TO THE LENDING OFFICE OF SUCH LENDER AND (II)
ISSUING BANK FEES SHALL BE PAID DIRECTLY TO THE APPLICABLE ISSUING BANKS.
THE
ADMINISTRATIVE AGENT WILL PROMPTLY AFTER RECEIVING ANY PAYMENT OF PRINCIPAL,
INTEREST, FEES AND OTHER AMOUNTS FROM THE BORROWER, IN THE CASE OF PAYMENTS FOR
THE ACCOUNTS OF THE LENDERS, DISTRIBUTE TO EACH LENDER ITS PERCENTAGE SHARE (OR
OTHER APPLICABLE SHARE AS EXPRESSLY PROVIDED HEREIN) OF SUCH PAYMENT FOR THE
ACCOUNT OF ITS RESPECTIVE LENDING OFFICE AND, IN THE CASE OF EACH OTHER PAYMENT
RECEIVED BY IT FOR THE ACCOUNT OF ANY OTHER PERSON, DISTRIBUTE SUCH PAYMENT TO
THE APPROPRIATE RECIPIENT.
ANY PAYMENT WHICH IS RECEIVED BY THE ADMINISTRATIVE
AGENT AFTER 12:00 NOON (NEW YORK CITY TIME) SHALL BE DEEMED TO HAVE BEEN
RECEIVED ON THE IMMEDIATELY SUCCEEDING BUSINESS DAY.
(B)
WHENEVER ANY PAYMENT OF
A COMMITTED LOAN (AND UNLESS OTHERWISE STATED IN THE RELEVANT COMPETITIVE BID
REQUEST, A BID LOAN) SHALL BE STATED TO BE DUE ON A DAY OTHER THAN A BUSINESS
DAY, SUCH PAYMENT SHALL BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY, AND SUCH
EXTENSION OF TIME SHALL IN SUCH CASE BE INCLUDED IN THE COMPUTATION OF INTEREST
AND FEES, AS THE CASE MAY BE; PROVIDED, HOWEVER, THAT IF SUCH EXTENSION WOULD
CAUSE ANY PAYMENT OF PRINCIPAL OF OR INTEREST ON EURODOLLAR LOANS TO BE MADE IN
THE NEXT CALENDAR MONTH, SUCH PAYMENT SHALL BE MADE ON THE IMMEDIATELY PRECEDING
BUSINESS DAY.
(C)
UNLESS THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE BORROWER PRIOR TO THE
DATE ON WHICH ANY PAYMENT IS DUE TO THE LENDERS HEREUNDER THAT THE BORROWER WILL
NOT MAKE SUCH PAYMENT IN FULL, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE
BORROWER HAS MADE SUCH PAYMENT IN FULL TO THE ADMINISTRATIVE AGENT ON SUCH DATE
AND THE ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE SO REQUIRED), IN RELIANCE
UPON SUCH ASSUMPTION, CAUSE TO BE DISTRIBUTED TO EACH LENDER