DOCUMENT (WHETHER OF PRINCIPAL, AMOUNTS OWING IN RESPECT OF B/A DRAWINGS,
INTEREST, FEES OR REIMBURSEMENT OF L/C DISBURSEMENTS, OR OF AMOUNTS PAYABLE
UNDER SECTION 2.15, 2.16 OR 2.17, OR OTHERWISE) PRIOR TO THE TIME EXPRESSLY
REQUIRED UNDER SUCH LOAN DOCUMENT FOR SUCH PAYMENT (OR, IF NO SUCH TIME IS
EXPRESSLY REQUIRED, PRIOR TO 12:00 NOON, LOCAL TIME), 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
(OTHER THAN THOSE REQUIRED TO BE MADE TO THE PREPAYMENT ACCOUNT) SHALL BE MADE
TO THE ADMINISTRATIVE AGENT AT ITS OFFICES AT 270 PARK AVENUE, NEW YORK, NEW
YORK 10017 (OR, IN THE CASE OF PAYMENTS MADE IN RESPECT OF THE CANADIAN
OBLIGATIONS, TO THE ADMINISTRATIVE AGENT AT ITS OFFICES AT 200 BAY STREET, 18TH
FLOOR, ROYAL BANK PLAZA, SOUTH TOWER, TORONTO, ONTARIO M5J 2J2), EXCEPT PAYMENTS
TO BE MADE DIRECTLY TO THE 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 AND PAYMENTS
PURSUANT TO OTHER LOAN DOCUMENTS SHALL BE MADE DIRECTLY TO THE PERSONS SPECIFIED
THEREIN.
THE ADMINISTRATIVE 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 UNDER ANY LOAN DOCUMENT 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 UNDER EACH LOAN DOCUMENT OF PRINCIPAL OR INTEREST IN RESPECT OF ANY
LOAN OR AMOUNTS OWING IN RESPECT OF ANY B/A DRAWING (OR OF ANY BREAKAGE
INDEMNITY IN RESPECT OF ANY LOAN OR B/A DRAWING) SHALL BE MADE IN THE CURRENCY
OF SUCH LOAN OR B/A DRAWING; ALL OTHER PAYMENTS UNDER EACH LOAN DOCUMENT SHALL
BE MADE IN U.S. DOLLARS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN.
AT ALL
TIMES THAT FULL CASH DOMINION IS IN EFFECT PURSUANT TO SECTION 3.06 OF THE
DOMESTIC SECURITY AGREEMENT AND THE CANADIAN SECURITY AGREEMENT (OR THE
APPLICABLE PROVISIONS, IF ANY, OF THE OTHER COLLATERAL DOCUMENTS), SOLELY FOR
PURPOSES OF DETERMINING THE AMOUNT OF LOANS AVAILABLE FOR BORROWING PURPOSES OR
B/AS AVAILABLE FOR DRAWING, CHECKS AND CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS
FROM COLLECTIONS OF ITEMS OF PAYMENT AND PROCEEDS OF ANY COLLATERAL SHALL BE
APPLIED IN WHOLE OR IN PART AGAINST THE OBLIGATIONS, ON THE DAY OF RECEIPT,
SUBJECT TO ACTUAL COLLECTION.
(B)
IF AT ANY TIME INSUFFICIENT FUNDS ARE RECEIVED BY AND AVAILABLE TO THE
ADMINISTRATIVE AGENT TO PAY FULLY ALL AMOUNTS OF PRINCIPAL, AMOUNTS OWING IN
RESPECT OF B/A DRAWINGS, UNREIMBURSED L/C DISBURSEMENTS, INTEREST AND