ALL OBLIGATIONS UNDER THIS AGREEMENT.
(I)
DEFINED TERMS. FOR PURPOSES OF THIS SECTION, THE TERM "LENDER" INCLUDES ANY
ISSUING BANK AND THE TERM "APPLICABLE LAW" INCLUDES FATCA.
(J)
FATCA.
FOR PURPOSES OF DETERMINING WITHHOLDING TAXES IMPOSED UNDER FATCA,
FROM AND AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, THE LOAN PARTIES AND THE
AGENTS SHALL TREAT (AND THE LENDERS HEREBY AUTHORIZE THE AGENTS TO TREAT) THE
LOANS AS NOT QUALIFYING AS "GRANDFATHERED OBLIGATIONS" WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.1471-2(B)(2)(I).
SECTION 2.17.
PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET‐OFFS.
(A)
THE 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 2.14, 2.15 OR 2.16, OR OTHERWISE) PRIOR TO
1:00 P.M., NEW YORK CITY TIME (OR, IN THE CASE OF AN AMOUNT PAYABLE IN AN
ALTERNATE CURRENCY, 1:00 P.M. LOCAL TIME AT THE PLACE OF PAYMENT), 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
PAYING 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 TO THE PAYING AGENT AT ITS OFFICES AT 270 PARK AVENUE, NEW YORK, NEW YORK
(OR, IN THE CASE OF PAYMENTS IN AN ALTERNATE CURRENCY, SUCH OTHER LOCATION AS
PROVIDED BELOW), EXCEPT PAYMENTS TO BE MADE DIRECTLY TO AN ISSUING BANK AS
EXPRESSLY PROVIDED HEREIN AND EXCEPT THAT PAYMENTS PURSUANT TO SECTIONS 2.14,
2.15, 2.16 AND 9.03 SHALL BE MADE DIRECTLY TO THE PERSONS ENTITLED THERETO.
THE
PAYING AGENT SHALL DISTRIBUTE ANY SUCH PAYMENTS 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.
ALL PAYMENTS HEREUNDER SHALL BE MADE
IN DOLLARS, EXCEPT AS EXPRESSLY PROVIDED HEREIN WITH RESPECT TO ALTERNATE
CURRENCY LETTERS OF CREDIT.
ALL PAYMENTS TO BE MADE BY THE BORROWER IN AN
ALTERNATE CURRENCY PURSUANT TO SECTION 2.05(M) SHALL BE MADE IN SUCH ALTERNATE
CURRENCY IN SUCH FUNDS AS MAY THEN BE CUSTOMARY FOR THE SETTLEMENT OF
INTERNATIONAL TRANSACTIONS IN SUCH ALTERNATE CURRENCY FOR THE ACCOUNT OF THE
APPLICABLE ISSUING BANK AT SUCH TIME AND AT SUCH PLACE AS SHALL HAVE BEEN
NOTIFIED BY SUCH ISSUING BANK TO THE BORROWER BY NOT LESS THAN FOUR BUSINESS
DAYS' NOTICE.
(B)
IF AT ANY TIME INSUFFICIENT FUNDS ARE RECEIVED BY AND AVAILABLE TO THE
PAYING AGENT TO PAY FULLY ALL AMOUNTS OF PRINCIPAL, UNREIMBURSED LC
DISBURSEMENTS, INTEREST AND FEES THEN DUE HEREUNDER, SUCH FUNDS SHALL BE APPLIED
(I) FIRST, TOWARDS PAYMENT OF INTEREST AND FEES THEN DUE HEREUNDER, RATABLY
AMONG THE PARTIES ENTITLED