QUARTER
ENDING ON JUNE 30, 2002 AND ON THE MATURITY DATE, PROVIDED THAT IF ANY LOANS
SHALL BE OUTSTANDING AFTER THE MATURITY DATE, THEN THE FACILITY FEE AND THE
TERM-OUT PREMIUM SHALL CONTINUE TO ACCRUE ON THE DAILY OUTSTANDING AMOUNT OF
SUCH LOANS FROM AND INCLUDING THE MATURITY DATE TO BUT EXCLUDING THE DATE ON
WHICH SUCH LOANS ARE REPAID IN FULL, AND SUCH FACILITY FEE AND TERM-OUT PREMIUM
SHALL BE PAYABLE ON DEMAND.
(B)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE
ADMINISTRATIVE AGENT'S OWN ACCOUNT, FEES IN THE AMOUNTS AND AT THE TIMES SET
FORTH IN THE ADMINISTRATIVE AGENT'S FEE LETTER.
SECTION 3.02.
COMPUTATION OF FEES AND INTEREST.
(A)
ALL COMPUTATIONS OF
INTEREST PAYABLE IN RESPECT OF REFERENCE RATE LOANS SHALL BE MADE ON THE BASIS
OF A YEAR OF 365 DAYS OR 366 DAYS, AS THE CASE MAY BE, AND ACTUAL DAYS ELAPSED.
ALL OTHER COMPUTATIONS OF FEES AND INTEREST UNDER THIS AGREEMENT SHALL BE MADE
ON THE BASIS OF A YEAR OF 360 DAYS AND ACTUAL DAYS ELAPSED.
INTEREST AND FEES
SHALL ACCRUE DURING EACH PERIOD DURING WHICH INTEREST OR SUCH FEES ARE COMPUTED
FROM THE FIRST DAY THEREOF TO THE LAST DAY THEREOF.
67
(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) TO BE MADE BY THE BORROWER HEREUNDER SHALL BE MADE WITHOUT SET‐OFF
OR COUNTERCLAIM AND SHALL, EXCEPT AS EXPRESSLY PROVIDED HEREIN, BE MADE TO THE
ADMINISTRATIVE AGENT FOR THE RATABLE ACCOUNT OF THE LENDERS 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, EACH PAYMENT
IN RESPECT OF A BID LOAN SHALL BE MADE DIRECTLY TO THE RELEVANT LENDER TO THE
LENDING OFFICE OF SUCH LENDER.
THE ADMINISTRATIVE AGENT WILL PROMPTLY AFTER
RECEIVING ANY PAYMENT OF PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS FROM THE
BORROWER 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.
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