OR SUCH LENDER IN THE EVENT THE ADMINISTRATIVE AGENT OR SUCH LENDER IS
REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY. THIS SECTION SHALL
NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE
AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES WHICH
IT DEEMS CONFIDENTIAL) TO ANY BORROWER OR ANY OTHER PERSON.
(G)
TO THE EXTENT THAT INTEREST PAYABLE BY THE SWISS BORROWER UNDER A LOAN
DOCUMENT BECOMES SUBJECT TO SWISS FEDERAL WITHHOLDING TAX, EACH RELEVANT LENDER
AND THE SWISS BORROWER SHALL PROMPTLY COOPERATE IN COMPLETING ANY PROCEDURAL
FORMALITIES (INCLUDING SUBMITTING FORMS AND DOCUMENTS REQUIRED BY THE
APPROPRIATE TAX AUTHORITIES) TO THE EXTENT POSSIBLE AND NECESSARY FOR THE SWISS
BORROWER TO OBTAIN AUTHORIZATION TO MAKE INTEREST PAYMENTS WITHOUT THEM BEING
SUBJECT TO SWISS FEDERAL WITHHOLDING TAX OR TO BEING SUBJECT TO SWISS FEDERAL
WITHHOLDING TAX AT A RATE REDUCED UNDER AN APPLICABLE DOUBLE TAXATION TREATY.
SECTION 2.18.
PAYMENTS GENERALLY; ALLOCATIONS OF PROCEEDS; PRO RATA TREATMENT;
SHARING OF SET-OFFS.
(A)
EACH BORROWER SHALL MAKE EACH PAYMENT REQUIRED TO BE MADE BY IT HEREUNDER
(WHETHER OF PRINCIPAL, INTEREST, FEES OR REIMBURSEMENT OF LC DISBURSEMENTS, OR
OF AMOUNTS PAYABLE UNDER SECTION 2.15, 2.16 OR 2.17, OR OTHERWISE) PRIOR TO
(I) IN THE CASE OF PAYMENTS DENOMINATED IN DOLLARS BY THE COMPANY, 1:00 PM, NEW
YORK CITY TIME AND (II) IN THE CASE OF PAYMENTS DENOMINATED IN A FOREIGN
CURRENCY OR BY THE SWISS BORROWER, 1:00 PM, LOCAL TIME, IN THE CITY OF THE
ADMINISTRATIVE AGENT'S EUROCURRENCY PAYMENT OFFICE FOR SUCH CURRENCY, IN EACH
CASE ON THE DATE WHEN DUE, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SET-OFF OR
COUNTERCLAIM.
ANY AMOUNTS RECEIVED AFTER SUCH TIME ON ANY DATE MAY, IN THE
DISCRETION OF THE ADMINISTRATIVE AGENT, BE DEEMED TO HAVE BEEN RECEIVED ON THE
NEXT SUCCEEDING BUSINESS DAY FOR PURPOSES OF CALCULATING INTEREST THEREON.
ALL
SUCH PAYMENTS SHALL BE MADE (I) IN THE SAME CURRENCY IN WHICH THE APPLICABLE
CREDIT EVENT WAS MADE (OR WHERE SUCH CURRENCY HAS BEEN CONVERTED TO EURO, IN
EURO) AND (II) TO THE ADMINISTRATIVE AGENT AT ITS OFFICES AT 10 SOUTH DEARBORN
STREET, CHICAGO, ILLINOIS 60603 OR, IN THE CASE OF A CREDIT EVENT DENOMINATED IN
A FOREIGN CURRENCY OR TO THE SWISS BORROWER, THE ADMINISTRATIVE AGENT'S
EUROCURRENCY PAYMENT OFFICE FOR SUCH CURRENCY, EXCEPT PAYMENTS TO BE MADE
DIRECTLY TO AN ISSUING BANK OR SWINGLINE LENDER AS EXPRESSLY PROVIDED HEREIN AND
EXCEPT THAT PAYMENTS PURSUANT TO SECTIONS 2.15, 2.16, 2.17 AND 9.03 SHALL BE
MADE DIRECTLY TO THE PERSONS ENTITLED THERETO.
THE ADMINISTRATIVE AGENT SHALL
DISTRIBUTE ANY SUCH PAYMENTS DENOMINATED IN THE SAME CURRENCY RECEIVED BY IT FOR
THE ACCOUNT OF ANY OTHER PERSON TO THE APPROPRIATE RECIPIENT PROMPTLY FOLLOWING
RECEIPT THEREOF.
IF ANY PAYMENT HEREUNDER SHALL BE DUE ON A DAY THAT IS NOT A
BUSINESS DAY, THE DATE FOR PAYMENT SHALL BE EXTENDED TO THE NEXT SUCCEEDING
BUSINESS DAY, AND, IN THE CASE OF ANY PAYMENT ACCRUING INTEREST, INTEREST
THEREON SHALL BE PAYABLE FOR THE PERIOD OF SUCH EXTENSION.