TO REQUIRE THE PAYING AGENT OR ANY LENDER TO
MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES
WHICH IT DEEMS CONFIDENTIAL) TO THE BORROWER OR ANY OTHER PERSON.
(R)
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 2.15, 2.16 OR 2.17, 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 OR A 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
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 2.06(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 THERETO IN ACCORDANCE WITH THE AMOUNTS OF INTEREST
AND FEES THEN DUE TO SUCH PARTIES, AND (II) SECOND, TOWARDS PAYMENT OF PRINCIPAL
AND UNREIMBURSED LC DISBURSEMENTS THEN DUE HEREUNDER, RATABLY AMONG THE PARTIES
ENTITLED THERETO IN ACCORDANCE WITH THE AMOUNTS OF PRINCIPAL AND UNREIMBURSED