FOREIGN LENDER, A LOAN AGREEMENT ENTERED INTO IN THE ORDINARY
COURSE OF ITS TRADE OR BUSINESS, WITHIN THE MEANING OF THAT SECTION; (2) THE
FOREIGN LENDER IS NOT A 10% SHAREHOLDER OF THE BORROWER WITHIN THE MEANING OF
CODE SECTION 871(H)(3) OR 881(C)(3)(B); AND (3) THE FOREIGN LENDER IS NOT A
CONTROLLED FOREIGN CORPORATION THAT IS RELATED TO THE BORROWER WITHIN THE
MEANING OF CODE SECTION 881(C)(3)(C); OR (IV) SUCH OTHER INTERNAL REVENUE
SERVICE FORMS AS MAY BE APPLICABLE TO THE FOREIGN LENDER, INCLUDING FORMS W-8
IMY OR W-8 EXP.
EACH SUCH FOREIGN LENDER SHALL DELIVER TO THE BORROWER AND THE
ADMINISTRATIVE AGENT SUCH FORMS ON OR BEFORE THE DATE THAT IT BECOMES A PARTY TO
THIS AGREEMENT (OR IN THE CASE OF A PARTICIPANT, ON OR BEFORE THE DATE SUCH
PARTICIPANT PURCHASES THE RELATED PARTICIPATION).
IN ADDITION, EACH SUCH
FOREIGN LENDER SHALL DELIVER SUCH FORMS PROMPTLY UPON THE OBSOLESCENCE OR
INVALIDITY OF ANY FORM PREVIOUSLY DELIVERED BY SUCH FOREIGN LENDER.
EACH SUCH
FOREIGN LENDER SHALL PROMPTLY NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT
AT ANY TIME THAT IT DETERMINES THAT IT IS NO LONGER IN A POSITION TO PROVIDE ANY
PREVIOUSLY DELIVERED CERTIFICATE TO THE BORROWER (OR ANY OTHER FORM OF
CERTIFICATION ADOPTED BY THE INTERNAL REVENUE SERVICE FOR SUCH PURPOSE).
SECTION 2.21.
PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS.
(A)
THE BORROWER SHALL MAKE EACH PAYMENT REQUIRED TO BE MADE BY IT
HEREUNDER (WHETHER OF PRINCIPAL, INTEREST, FEES OR REIMBURSEMENT OF LC
DISBURSEMENTS, OR OF AMOUNTS PAYABLE UNDER SECTIONS 2.18, 2.19 OR 2.20, OR
OTHERWISE) (I) PRIOR TO 12:00 NOON (ATLANTA, GEORGIA TIME), IN THE CASE OF
PAYMENTS IN DOLLARS AND (II) PRIOR TO 12:00 NOON (AT THE APPLICABLE LENDING
OFFICE WHERE THE APPLICABLE FOREIGN CURRENCY PAYMENT ACCOUNT IS MAINTAINED) IN
THE CASE OF PAYMENTS IN AN AVAILABLE FOREIGN CURRENCY, ON THE DATE WHEN DUE, IN
IMMEDIATELY AVAILABLE FUNDS, FREE AND CLEAR OF ANY DEFENSES, RIGHTS OF SET-OFF,
COUNTERCLAIM, OR WITHHOLDING OR DEDUCTION OF TAXES.
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 AT THE PAYMENT OFFICE OR AT THE APPLICABLE FOREIGN
38
CURRENCY PAYMENT ACCOUNT, AS THE CASE MAY BE, EXCEPT PAYMENTS TO BE MADE
DIRECTLY TO THE ISSUING BANK OR SWINGLINE LENDER AS EXPRESSLY PROVIDED HEREIN
AND EXCEPT THAT PAYMENTS PURSUANT TO SECTIONS 2.18, 2.19 OR 2.20 AND 10.3 SHALL
BE MADE DIRECTLY TO THE PERSONS ENTITLED THERETO.
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 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 MADE