SWINGLINE LENDER SHALL BE SO MADE, PAYMENTS PURSUANT TO SECTIONS 2.14, 2.15,
2.16 AND 9.03 SHALL BE MADE DIRECTLY TO THE PERSONS ENTITLED THERETO AND
PAYMENTS PURSUANT TO OTHER LOAN DOCUMENTS SHALL BE MADE TO THE PERSONS SPECIFIED
THEREIN.
THE ADMINISTRATIVE AGENT SHALL DISTRIBUTE ANY SUCH PAYMENT 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 HEREUNDER OF PRINCIPAL OR INTEREST IN RESPECT OF ANY LOAN OR ANY LC
DISBURSEMENT SHALL, EXCEPT AS OTHERWISE PROVIDED HEREIN, BE MADE IN THE CURRENCY
OF
54
SUCH LOAN OR LC DISBURSEMENT; ALL OTHER PAYMENTS HEREUNDER SHALL BE MADE IN US
DOLLARS.
(B)
IF AT ANY TIME INSUFFICIENT FUNDS ARE RECEIVED BY AND AVAILABLE TO THE
ADMINISTRATIVE AGENT TO PAY FULLY ALL AMOUNTS OF PRINCIPAL, UNREIMBURSED LC
DISBURSEMENTS, INTEREST AND FEES THEN DUE HEREUNDER, SUCH FUNDS SHALL BE APPLIED
TOWARDS PAYMENT OF THE AMOUNTS THEN DUE HEREUNDER RATABLY AMONG THE PARTIES
ENTITLED THERETO, IN ACCORDANCE WITH THE AMOUNTS THEN DUE TO SUCH PARTIES.
(C)
IF ANY LENDER SHALL, BY EXERCISING ANY RIGHT OF SETOFF OR COUNTERCLAIM OR
OTHERWISE, OBTAIN PAYMENT IN RESPECT OF ANY PRINCIPAL OF OR INTEREST ON ANY OF
ITS LOANS OR PARTICIPATIONS IN LC DISBURSEMENTS OR SWINGLINE LOANS RESULTING IN
SUCH LENDER RECEIVING PAYMENT OF A GREATER PROPORTION OF THE AGGREGATE AMOUNT OF
ITS LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE LOANS AND ACCRUED
INTEREST THEREON THAN THE PROPORTION RECEIVED BY ANY OTHER LENDER, THEN THE
LENDER RECEIVING SUCH GREATER PROPORTION SHALL PURCHASE (FOR CASH AT FACE VALUE)
PARTICIPATIONS IN THE LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE
LOANS OF OTHER LENDERS TO THE EXTENT NECESSARY SO THAT THE BENEFIT OF ALL SUCH
PAYMENTS SHALL BE SHARED BY THE LENDERS RATABLY IN ACCORDANCE WITH THE AGGREGATE
AMOUNTS OF PRINCIPAL OF AND ACCRUED INTEREST ON THEIR LOANS AND PARTICIPATIONS
IN LC DISBURSEMENTS AND SWINGLINE LOANS; PROVIDED THAT (I) IF ANY SUCH
PARTICIPATIONS ARE PURCHASED AND ALL OR ANY PORTION OF THE PAYMENT GIVING RISE
THERETO IS RECOVERED, SUCH PARTICIPATIONS SHALL BE RESCINDED AND THE PURCHASE
PRICE RESTORED TO THE EXTENT OF SUCH RECOVERY, WITHOUT INTEREST, AND (II) THE
PROVISIONS OF THIS PARAGRAPH SHALL NOT BE CONSTRUED TO APPLY TO ANY PAYMENT MADE
BY THE BORROWER PURSUANT TO AND IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS
AGREEMENT OR ANY PAYMENT OBTAINED BY A LENDER AS CONSIDERATION FOR THE
ASSIGNMENT OF OR SALE OF A PARTICIPATION IN ANY OF ITS LOANS OR PARTICIPATIONS
IN LC DISBURSEMENTS OR SWINGLINE LOANS TO ANY ASSIGNEE OR PARTICIPANT, OTHER
THAN TO THE BORROWER, ANY SUBSIDIARY OR ANY OTHER AFFILIATE OF ANY OF THE
FOREGOING (AS TO WHICH THE PROVISIONS OF THIS