AGENT, A LENDER OR THE ISSUING BANK DETERMINES, IN
ITS REASONABLE JUDGMENT, THAT IT HAS RECEIVED A REFUND OF ANY TAXES OR OTHER
TAXES AS TO WHICH IT HAS BEEN INDEMNIFIED BY THE BORROWER OR WITH RESPECT TO
WHICH THE BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.17, IT
SHALL PAY OVER SUCH REFUND TO THE BORROWER WITHIN A REASONABLE PERIOD OF TIME
(BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNT PAID,
BY THE BORROWER UNDER THIS SECTION 2.17 WITH RESPECT TO THE TAXES OR OTHER TAXES
GIVING RISE TO SUCH REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF THE
ADMINISTRATIVE AGENT, SUCH LENDER OR THE ISSUING BANK AND WITHOUT INTEREST
(OTHER THAN ANY INTEREST PAID BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH
RESPECT TO SUCH REFUND); PROVIDED, THAT THE BORROWER, UPON REQUEST OF THE
ADMINISTRATIVE AGENT, SUCH LENDER OR THE ISSUING BANK, AGREES TO REPAY THE
AMOUNT PAID OVER TO THE BORROWER (PLUS ANY PENALTIES, INTEREST OR OTHER CHARGES
IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE ADMINISTRATIVE AGENT,
SUCH LENDER OR THE ISSUING BANK IN THE EVENT THE ADMINISTRATIVE AGENT, SUCH
LENDER OR THE ISSUING BANK IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL
AUTHORITY.
THIS SECTION 2.17 SHALL NOT BE CONSTRUED TO REQUIRE THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK TO MAKE AVAILABLE ITS TAX
RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS
CONFIDENTIAL) TO THE BORROWER OR ANY OTHER PERSON.
SECTION 2.18.
PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.
(A)
THE BORROWER SHALL MAKE EACH PAYMENT REQUIRED TO BE MADE BY IT HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT (WHETHER OF PRINCIPAL, INTEREST, FEES OR
REIMBURSEMENT OF LC DISBURSEMENTS, OR OF AMOUNTS PAYABLE UNDER SECTION 2.15,
2.16 OR 2.17, OR OTHERWISE) PRIOR TO THE TIME EXPRESSLY REQUIRED HEREUNDER OR
UNDER SUCH OTHER LOAN DOCUMENT FOR SUCH PAYMENT (OR, IF NO SUCH TIME IS
EXPRESSLY REQUIRED, PRIOR TO 12:00 NOON, NEW YORK CITY TIME), ON THE DATE WHEN
DUE, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SET-OFF OR
49
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 TO THE ADMINISTRATIVE AGENT TO SUCH ACCOUNT AS THE
ADMINISTRATIVE AGENT SHALL FROM TIME TO TIME SPECIFY IN A NOTICE DELIVERED TO
THE BORROWER, 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 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