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 270 PARK AVENUE, NEW YORK, NEW YORK 10017 OR, IN THE CASE OF A CREDIT
EVENT DENOMINATED IN A FOREIGN CURRENCY, THE ADMINISTRATIVE AGENT'S EUROCURRENCY
PAYMENT OFFICE FOR SUCH CURRENCY, 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.
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.
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION, IF, AFTER THE MAKING OF ANY CREDIT EVENT IN ANY
FOREIGN CURRENCY, CURRENCY CONTROL OR EXCHANGE REGULATIONS ARE IMPOSED IN THE
COUNTRY WHICH ISSUES SUCH CURRENCY WITH THE RESULT THAT THE TYPE OF CURRENCY IN
WHICH THE CREDIT EVENT WAS MADE (THE "ORIGINAL CURRENCY") NO LONGER EXISTS OR
THE BORROWER IS NOT ABLE TO MAKE PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE LENDERS IN SUCH ORIGINAL CURRENCY, THEN ALL PAYMENTS TO BE MADE
BY THE BORROWER HEREUNDER IN SUCH CURRENCY SHALL INSTEAD BE MADE WHEN DUE IN
DOLLARS IN AN AMOUNT EQUAL TO THE DOLLAR AMOUNT (AS OF THE DATE OF REPAYMENT) OF
SUCH PAYMENT DUE, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE BORROWER
TAKES ALL RISKS OF THE IMPOSITION OF ANY SUCH CURRENCY CONTROL OR EXCHANGE
REGULATIONS.
(B)
ANY PROCEEDS OF COLLATERAL RECEIVED BY THE ADMINISTRATIVE AGENT (I) NOT
CONSTITUTING A SPECIFIC PAYMENT OF PRINCIPAL, INTEREST, FEES OR OTHER SUM
PAYABLE UNDER THE LOAN DOCUMENTS (WHICH SHALL BE APPLIED AS SPECIFIED BY THE
BORROWER) OR (II) AFTER AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND
THE ADMINISTRATIVE AGENT SO ELECTS OR THE REQUIRED LENDERS SO DIRECT, SUCH FUNDS
SHALL BE APPLIED RATABLY FIRST, TO PAY ANY FEES, INDEMNITIES, OR EXPENSE
REIMBURSEMENTS INCLUDING AMOUNTS THEN DUE TO THE
37
ADMINISTRATIVE AGENT AND THE ISSUING BANK FROM THE BORROWER (OTHER THAN IN
CONNECTION WITH BANKING SERVICES OBLIGATIONS AND SWAP OBLIGATIONS), SECOND, TO
PAY ANY FEES OR EXPENSE REIMBURSEMENTS THEN DUE TO THE LENDERS