LENDER IS NOT A BANK FOR PURPOSES OF CODE SECTION 881(C)(3)(A),
OR THE OBLIGATION OF THE BORROWER HEREUNDER IS NOT, WITH RESPECT TO SUCH 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 2.20.
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 2.17,
2.18 OR 2.19, OR OTHERWISE) PRIOR TO 12:00 NOON (NEW YORK TIME) 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, EXCEPT PAYMENTS
TO BE MADE DIRECTLY TO THE ISSUING BANK OR SWINGLINE LENDER AS EXPRESSLY
PROVIDED HEREIN AND EXCEPT THAT PAYMENTS PURSUANT TO SECTIONS 2.17, 2.18 AND
2.19 AND 10.3 SHALL BE MADE
38
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 PAYABLE FOR THE PERIOD
OF SUCH EXTENSION.
ALL PAYMENTS HEREUNDER SHALL BE MADE IN DOLLARS.
(B)
IF AT ANY TIME INSUFFICIENT FUNDS ARE
RECEIVED BY AND AVAILABLE