APPLIED RATABLY TO THE OUTSTANDING REVOLVING CREDIT LOANS, AND,
THIRD, SHALL BE USED TO CASH COLLATERALIZE THE REMAINING MAXIMUM DRAWING AMOUNT;
AND, IN THE CASE OF PREPAYMENTS OF THE REVOLVING CREDIT FACILITY REQUIRED
PURSUANT TO CLAUSES (I), (II), (III), (III) AND (IV) OF THIS SECTION 2.8(B), THE
AMOUNT REMAINING, IF ANY, AFTER THE PREPAYMENT IN FULL OF ALL LC DISBURSEMENTS
AND REVOLVING CREDIT LOANS OUTSTANDING AT SUCH TIME AND THE CASH
COLLATERALIZATION OF THE REMAINING MAXIMUM DRAWING AMOUNT IN FULL MAY BE
RETAINED BY THE BORROWERS FOR USE IN THE ORDINARY COURSE OF ITS BUSINESS.
UPON
A DRAWING UNDER ANY LETTER OF CREDIT THAT HAS BEEN CASH COLLATERALIZED, THE
FUNDS HELD AS CASH COLLATERAL SHALL BE APPLIED (WITHOUT ANY FURTHER ACTION BY OR
NOTICE TO OR FROM THE BORROWERS OR ANY OTHER LOAN PARTY) TO REIMBURSE THE LC
ISSUER OR THE REVOLVING CREDIT LENDERS, AS APPLICABLE.
2.9
METHOD AND ALLOCATION OF PAYMENTS.
(A)
ALL PAYMENTS BY THE BORROWERS HEREUNDER AND UNDER ANY OF THE OTHER
LOAN DOCUMENTS SHALL BE MADE IN LAWFUL MONEY OF THE UNITED STATES IN IMMEDIATELY
AVAILABLE FUNDS, AND SHALL BE DEEMED TO HAVE BEEN MADE ONLY WHEN MADE IN
COMPLIANCE WITH THIS SECTION 2.9.
ALL SUCH PAYMENTS SHALL BE MADE WITHOUT
SET-OFF OR COUNTERCLAIM AND FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY
TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES, FEES, DEDUCTIONS, WITHHOLDINGS,
COMPULSORY LOANS, RESTRICTIONS OR CONDITIONS OF ANY NATURE (OTHER THAN EXCLUDED
TAXES) NOW OR HEREAFTER IMPOSED OR LEVIED BY ANY JURISDICTION OR ANY POLITICAL
SUBDIVISION THEREOF OR TAXING OR OTHER AUTHORITY THEREIN UNLESS THE BORROWERS
ARE COMPELLED BY LAW TO MAKE SUCH DEDUCTION OR WITHHOLDING.
IF ANY SUCH
OBLIGATION IS IMPOSED UPON THE BORROWERS WITH RESPECT TO ANY AMOUNT PAYABLE BY
IT HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, THE BORROWERS WILL PAY TO
EACH LENDER SUCH ADDITIONAL AMOUNT IN U.S. DOLLARS AS SHALL BE NECESSARY TO
ENABLE SUCH LENDER TO RECEIVE THE SAME NET AMOUNT WHICH SUCH LENDER WOULD HAVE
RECEIVED ON SUCH DUE DATE HAD NO SUCH OBLIGATION BEEN IMPOSED UPON THE
BORROWERS.
THE BORROWERS WILL DELIVER PROMPTLY TO EACH LENDER CERTIFICATES OR
OTHER VALID VOUCHERS OR OTHER EVIDENCE OF PAYMENT REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT FOR ALL TAXES OR OTHER CHARGES DEDUCTED FROM OR PAID WITH
RESPECT TO PAYMENTS MADE BY THE BORROWERS HEREUNDER OR UNDER SUCH OTHER LOAN
DOCUMENT.
THE LENDERS MAY, AND THE BORROWERS HEREBY AUTHORIZE THE LENDERS TO,
DEBIT THE AMOUNT OF ANY PAYMENT NOT MADE BY SUCH TIME TO THE DEMAND DEPOSIT
ACCOUNTS OF THE BORROWERS WITH THE LENDERS OR TO THEIR NOTE RECORDS.
(B)
SUBJECT TO THE PROVISIONS OF SECTION 2.9(C), ALL PAYMENTS
HEREUNDER SHALL BE MADE AND ALLOCATED AS FOLLOWS:
(I)
ALL PAYMENTS OF PRINCIPAL OF AND INTEREST IN RESPECT OF REVOLVING
CREDIT LOANS SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
REVOLVING CREDIT
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LENDERS, PRO RATA IN ACCORDANCE WITH THE OUTSTANDING PRINCIPAL BALANCE OF
REVOLVING CREDIT LOANS MADE BY EACH;
(II)
ALL PAYMENTS OF PRINCIPAL