DENOMINATED LOANS AND AT
THE ADMINISTRATIVE AGENT'S COST OF FUNDS FOR THE APPLICABLE ALTERNATE CURRENCY
WITH RESPECT TO ALTERNATE CURRENCY LOANS.
WHENEVER ANY PAYMENT OF PRINCIPAL OF,
OR INTEREST ON THE BASE RATE LOANS OR SWINGLINE LOANS OR OF FEES SHALL BE DUE ON
A DAY WHICH IS NOT A BUSINESS DAY, THE DATE FOR PAYMENT THEREOF SHALL BE
EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY.
WHENEVER ANY PAYMENT OF PRINCIPAL
OF, OR INTEREST ON, THE EURO-CURRENCY LOANS SHALL BE DUE ON A DAY WHICH IS NOT A
EURO-CURRENCY BUSINESS DAY, THE DATE FOR PAYMENT THEREOF SHALL BE EXTENDED TO
THE NEXT SUCCEEDING EURO-CURRENCY BUSINESS DAY UNLESS SUCH EURO-CURRENCY
BUSINESS DAY FALLS IN ANOTHER CALENDAR MONTH, IN WHICH CASE THE DATE FOR PAYMENT
THEREOF SHALL BE THE IMMEDIATELY PRECEDING EURO-CURRENCY BUSINESS DAY.
IF THE
DATE FOR ANY PAYMENT OF PRINCIPAL IS EXTENDED BY OPERATION OF LAW OR OTHERWISE,
INTEREST THEREON SHALL BE PAYABLE FOR SUCH EXTENDED TIME.
ALL REPAYMENTS OR
PREPAYMENTS OF ANY LOANS, AND ALL INTEREST PAID ON ANY LOAN (WHETHER REGULARLY
SCHEDULED, UPON REPAYMENT OR PREPAYMENT OR OTHERWISE), HEREUNDER SHALL BE MADE
IN THE CURRENCY IN WHICH SUCH LOANS ARE DENOMINATED, AND ALL OTHER PAYMENTS
UNDER THIS AGREEMENT SHALL, UNLESS OTHERWISE SPECIFIED HEREIN, BE MADE IN
DOLLARS.
ANY PAYMENT OR PREPAYMENT OF PRINCIPAL MADE IN RESPECT OF TERM LOANS
(OTHER THAN ANY PREPAYMENT OF THE MULTICURRENCY REVOLVING/TERM LOANS (X) DURING
THE MULTICURRENCY REVOLVING LOAN PERIOD TO THE EXTENT A CORRESPONDING BORROWING
IS CONTEMPLATED TO BE MADE UNDER THE MULTICURRENCY REVOLVING/TERM COMMITMENTS OR
(Y) PURSUANT TO SECTION 2.12(C)) SHALL BE APPLIED ON A RATABLE BASIS AMONG THE
TERM LOANS IN PROPORTION TO THE RESPECTIVE DOLLAR EQUIVALENT AMOUNT OF TERM
LOANS HELD EACH LENDER; AND, IF NECESSARY TO MAKE ANY SUCH PAYMENTS OR
PREPAYMENTS RATABLY TO ALL TERM LOAN LENDERS IN THE APPLICABLE CURRENCIES, THE
BORROWER SHALL, OR SHALL INSTRUCT THE ADMINISTRATIVE AGENT TO, ENTER INTO
FOREIGN EXCHANGE TRANSACTIONS AND THE BORROWER SHALL PAY ANY PREMIUM AND COSTS
PAYABLE IN CONNECTION WITH THE PURCHASE OF THE RELEVANT CURRENCY.
(C)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM
THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE BANKS
HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT IN FULL, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER HAS MADE SUCH PAYMENT IN FULL
TO THE ADMINISTRATIVE AGENT ON SUCH DATE AND THE ADMINISTRATIVE AGENT MAY, IN
RELIANCE UPON SUCH ASSUMPTION, CAUSE TO BE DISTRIBUTED TO EACH BANK ON SUCH DUE
DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH BANK.
IF AND TO THE EXTENT
THAT THE BORROWER SHALL NOT HAVE SO MADE SUCH PAYMENT, EACH BANK SHALL REPAY TO
THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH
BANK TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE DATE SUCH AMOUNT IS
DISTRIBUTED TO SUCH BANK UNTIL THE DATE SUCH BANK REPAYS SUCH AMOUNT TO THE
ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE.
Section 2.15. Priority of Payments.
(a) Any payments