BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND); PROVIDED,
THAT THE BORROWERS, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, THE ISSUING
BANK OR SUCH LENDER, AGREE TO REPAY THE AMOUNT PAID OVER TO THE BORROWERS (PLUS
ANY PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL
AUTHORITY) TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR SUCH LENDER IN THE
EVENT THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR SUCH LENDER IS REQUIRED TO
REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS SECTION SHALL NOT BE
CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE AVAILABLE
ITS TAX RETURNS (OR ANY INFORMATION RELATING TO ITS TAXES WHICH IT DEEMS
CONFIDENTIAL) TO THE BORROWERS OR ANY OTHER PERSON.
SECTION 2.18.
PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.
(A)
THE BORROWERS SHALL MAKE EACH PAYMENT REQUIRED TO BE MADE BY IT HEREUNDER
OR
39
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 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 AT ITS OFFICES AT 270 PARK AVENUE, NEW
YORK, NEW YORK, 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 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 UNDER EACH LOAN DOCUMENT SHALL BE MADE
IN 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
(I) FIRST, TOWARDS PAYMENT OF INTEREST AND FEES THEN DUE HEREUNDER, RATABLY
AMONG THE PARTIES ENTITLED THERETO IN ACCORDANCE WITH THE AMOUNTS OF INTEREST
AND FEES THEN DUE TO SUCH PARTIES, AND (II) SECOND, TOWARDS PAYMENT OF PRINCIPAL
AND UNREIMBURSED LC DISBURSEMENTS THEN DUE HEREUNDER, RATABLY