PAYMENTS DENOMINATED IN DOLLARS BY THE COMPANY, 12:00 NOON,
NEW YORK CITY TIME AND (II) IN THE CASE OF PAYMENTS DENOMINATED IN A FOREIGN
CURRENCY OR BY A FOREIGN SUBSIDIARY BORROWER, 12:00 NOON, LOCAL TIME, IN THE
CITY OF THE ADMINISTRATIVE AGENT'S EUROCURRENCY PAYMENT OFFICE FOR SUCH
CURRENCY, IN EACH CASE 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 (I) IN THE SAME CURRENCY IN
WHICH THE APPLICABLE CREDIT EVENT WAS MADE (OR WHERE SUCH CURRENCY HAS BEEN
CONVERTED TO EURO, IN EURO) AND (II) TO THE ADMINISTRATIVE AGENT AT ITS OFFICES
AT 10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 OR, IN THE CASE OF A CREDIT
EVENT DENOMINATED IN A FOREIGN CURRENCY OR TO A FOREIGN SUBSIDIARY BORROWER, THE
ADMINISTRATIVE AGENT'S EUROCURRENCY PAYMENT OFFICE FOR SUCH CURRENCY, 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.
THE
ADMINISTRATIVE AGENT SHALL DISTRIBUTE ANY SUCH PAYMENTS DENOMINATED IN THE SAME
CURRENCY 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 PAYABLE FOR THE PERIOD OF SUCH EXTENSION.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, IF, AFTER THE MAKING
OF ANY CREDIT EVENT IN ANY FOREIGN CURRENCY, CURRENCY CONTROL OR EXCHANGE
REGULATIONS ARE IMPOSED IN THE COUNTRY WHICH ISSUES SUCH CURRENCY WITH THE
RESULT THAT THE TYPE OF CURRENCY IN WHICH THE CREDIT EVENT WAS MADE (THE
"ORIGINAL CURRENCY") NO LONGER EXISTS OR ANY BORROWER IS NOT ABLE TO MAKE
PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS IN SUCH
ORIGINAL CURRENCY, THEN ALL PAYMENTS TO BE MADE BY SUCH BORROWER HEREUNDER IN
SUCH CURRENCY SHALL INSTEAD BE MADE WHEN DUE IN DOLLARS IN AN AMOUNT EQUAL TO
THE DOLLAR AMOUNT (AS OF THE DATE OF REPAYMENT) OF SUCH PAYMENT DUE, IT BEING
THE INTENTION OF THE PARTIES HERETO THAT THE BORROWERS TAKE ALL RISKS OF THE
IMPOSITION OF ANY SUCH CURRENCY CONTROL OR EXCHANGE REGULATIONS.
(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
40
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