Common use of Application of Payments; Sharing Clause in Contracts

Application of Payments; Sharing. (a) Each of the Senior Lenders agrees that, if it should receive any amount hereunder or under any other Financing Document (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Documents, or otherwise), which, in any such case, is in excess of its pro rata share of payments obtained by all of the Senior Lenders hereunder or under any other Financing Document, then that Senior Lender receiving such excess payment (except to the extent such payment is received in Convertible Currencies during any Inconvertibility Event, as described in Section 2.18(b), in which case such excess payment shall be remitted to the Borrower or as the relevant Senior Lender may otherwise determine) shall promptly distribute to all other Senior Lenders, the amount of such payment in excess of the amount that would have been received had such payment been a pro rata payment, and any accrued interest thereon; provided, however, that if at such time redistribution of such payment in such manner is inadvisable in the judgment of any Senior Lender, then at the request of that Senior Lender the Senior Lenders shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by that Senior Lender of Senior Loans held by the other Senior Lenders to the extent permitted by any applicable law and the Financing Documents) to permit all of the Senior Lenders to share such payment (net of expenses incurred by the recipient Senior Lender in obtaining or preserving such payment) pro rata. If any such redistributed or shared payment is thereafter rescinded or must otherwise be restored by the Senior Lender which first obtained it, each of the other Senior Lenders which shared the benefit of such payment shall return to that Senior Lender its portion of the payment so rescinded or required to be restored. (b) Notwithstanding anything to the contrary contained in this Agreement concerning the pro rata allocation of any payments received by or for the account of the Senior Lenders in accordance with this Agreement or any other Financing Document, none of the Senior Lenders shall have any obligation to share payments received by or for the account of that Senior Lender in freely convertible and transferable currencies (“Convertible Currencies”) under circumstances where there is an unavailability or shortage of foreign exchange in the Country or in the country through which a payment is to be made (each, an “Affected Country”) or there has occurred a general moratorium or general debt rescheduling with respect to indebtedness of entities in any Affected Country (“Inconvertibility Event”); and by reason of such circumstances any Authority of such Affected Country having the power to regulate foreign exchange has permitted the Borrower to convert the currency of the Affected Country (the “Affected Currency”) into, and/or transfer, Convertible Currencies in order to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender but has not permitted it to do so in order to pay some other portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender or to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to the other Senior Lenders. (c) Subject to Section 2.18(d), during any Inconvertibility Event the Borrower shall pay all amounts due hereunder or under any other Financing Document to or for the joint and exclusive benefit of the Senior Lenders that such Senior Lender is not able to receive or obtain in the contractual place of payment Convertible Currencies in respect of Dollar denominated payment obligations of the Borrower hereunder or any other Financing Document (each such Senior Lender, to the extent of such amounts, an “Affected Senior Lender”) into one or more escrow accounts in the relevant Affected Country in the name of, or in trust for, or otherwise for the joint and exclusive benefit of, all Affected Senior Lenders (and on terms satisfactory to all such Affected Senior Lenders) in the Affected Currency or, if permitted, in Dollars, to be held in such escrow account until the Inconvertibility Event no longer exists, at which time all amounts held in such escrow accounts shall be converted into Dollars and paid to the Affected Senior Lenders and applied against amounts due hereunder or any other Financing Document and not paid by virtue of such Inconvertibility Event based on their pro rata shares of such amounts. If following conversion into Dollars the amount is greater than that required to pay all such amounts owing to the Affected Senior Lenders in respect of which such funds were originally credited to the escrow account, the balance shall be paid to the Borrower, and if the amount is less than required, then the unpaid balance shall be promptly paid by the Borrower, provided that, in either case, all the payments due to any Senior Lender pursuant to Section 2.18(b) have already been made. (d) To the extent that on any date when payments are due under this Agreement there is an Inconvertibility Event, payment by the Borrower of amounts contemplated under Section 2.18(b) above shall only be made contemporaneously with the payment to the escrow accounts referred to in Section 2.18(c) above in the Affected Currency, or, if permitted, in Dollars of the amount that cannot be paid to the Affected Senior Lenders on that date by virtue of the Inconvertibility Event (applying in relation to any payment in the Affected Currency to an escrow account an exchange rate equal to the Applicable Exchange Rate on the day prior to such payment), and, in the event that the Borrower has insufficient funds to make payment in full in accordance with Section 2.18(b) above and to the escrow accounts under Section 2.18(c) in accordance with the foregoing provisions of this Section 2.18(d), payments shall be made pro rata to such amounts owing to all Senior Lenders. For the avoidance of doubt, for the purposes of this Section 2.18(d), references to amounts “due” or “owing” on any date shall exclude amounts that fell due on an earlier date and cannot be paid by virtue of an Inconvertibility Event but in respect of which the Borrower has previously already paid the required amount into an escrow account as contemplated by Section 2.18(c), regardless of any intermediate exchange rate variation. (e) For the avoidance of doubt: (i) subject to the proviso of Section 2.18(c), the Affected Senior Lenders shall not be bound to share any amounts held in escrow accounts in the name of, in trust for, or otherwise for the joint benefit of, such Affected Senior Lenders with any Senior Lender which received payments for its account in freely convertible and transferable currencies in accordance with Section 2.18(b) above; (ii) neither the existence of an Inconvertibility Event nor any provision of this Section 2.18 shall in any way modify, vary or constitute a defense to the obligations of the Borrower to make payments in Dollars in full when due and payable under the Financing Documents in the required place of payment, whether or not the Borrower is subject to any Inconvertibility Event, and payment to the escrow account(s) shall not constitute payment for these purposes; and (iii) if while an Inconvertibility Event is continuing any Authority of any Affected Country having the power to regulate foreign exchange permits an Affected Senior Lender holding funds in an escrow account in accordance with Section 2.18(c) to convert the Affected Currency into, and/or transfer, Convertible Currencies outside such Affected Country, then such Affected Senior Lender shall be entitled to receive and convert and/or transfer its pro rata share of funds held in escrow accounts and the provisions of Section 2.18(b) shall apply thereto and, for the avoidance of doubt, any shortfall remaining after transfer and/or conversion shall remain due and owing from the Borrower.

Application of Payments; Sharing. (a) Subject to the provisions of this Section 8.7, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrowers in respect of any Obligations, it shall promptly distribute such payment to the Lenders and the other Secured Parties, as applicable, pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Senior Lenders agrees that, if it should receive any amount hereunder or under any other Financing Document (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Transaction Documents, or otherwise), which, in any such case, is in excess of its pro rata ratable share of payments on account of the Obligations (other than Obligations under any Required Hedging Agreement) obtained by all of the Senior Lenders hereunder or under any other Financing DocumentLenders, then that Senior such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations (except to the extent such payment is received in Convertible Currencies during other than Obligations under any Inconvertibility Event, as described in Section 2.18(b), in which case such excess payment shall be remitted to the Borrower or as the relevant Senior Lender may otherwise determineRequired Hedging Agreement) shall promptly distribute to all other Senior Lenders, the amount of such payment in excess of the Borrowers to such Lenders in such amount that would have been received had as shall result in a proportional participation by all the Lenders in such payment been a pro rata payment, and any accrued interest thereonamount; provided, however, that if at such time redistribution all or any portion of such payment in excess amount is thereafter recovered from such manner is inadvisable in the judgment of any Senior Lender, then at the request of that Senior Lender the Senior Lenders such purchase shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including be rescinded and the purchase by that Senior Lender of Senior Loans held by the other Senior Lenders price restored to the extent permitted by any applicable law and the Financing Documents) to permit all of the Senior Lenders to share such payment (net of expenses incurred by the recipient Senior Lender in obtaining or preserving such payment) pro rata. If any such redistributed or shared payment is thereafter rescinded or must otherwise be restored by the Senior Lender which first obtained it, each of the other Senior Lenders which shared the benefit of such payment shall return to that Senior Lender its portion of the payment so rescinded or required to be restored. (b) Notwithstanding anything to the contrary contained in this Agreement concerning the pro rata allocation of any payments received by or for the account of the Senior Lenders in accordance with this Agreement or any other Financing Documentrecovery, none of the Senior Lenders shall have any obligation to share payments received by or for the account of that Senior Lender in freely convertible and transferable currencies (“Convertible Currencies”) under circumstances where there is an unavailability or shortage of foreign exchange in the Country or in the country through which a payment is to be made (each, an “Affected Country”) or there has occurred a general moratorium or general debt rescheduling with respect to indebtedness of entities in any Affected Country (“Inconvertibility Event”); and by reason of such circumstances any Authority of such Affected Country having the power to regulate foreign exchange has permitted the Borrower to convert the currency of the Affected Country (the “Affected Currency”) into, and/or transfer, Convertible Currencies in order to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender but has not permitted it to do so in order to pay some other portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender or to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to the other Senior Lenderswithout interest. (c) Subject All prepayments of Obligations pursuant to Section 2.18(d), during any Inconvertibility Event the Borrower Sections 8.3(a) through (i) shall pay all amounts due hereunder or under any other Financing Document to or for the joint and exclusive benefit of the Senior Lenders that such Senior Lender is not able to receive or obtain in the contractual place of payment Convertible Currencies in respect of Dollar denominated payment obligations of the Borrower hereunder or any other Financing Document be applied as follows: (each such Senior Lender, to the extent of such amounts, an “Affected Senior Lender”) into one or more escrow accounts in the relevant Affected Country in the name of, or in trust for, or otherwise for the joint and exclusive benefit of, all Affected Senior Lenders (and on terms satisfactory to all such Affected Senior Lendersi) in the Affected Currency or, if permitted, in Dollars, case of the Tranche A Borrower (A) first to be held in such escrow account prepay all outstanding Tranche A Obligations until the Inconvertibility Event no longer exists, at which time all amounts held in such escrow accounts shall be converted into Dollars and paid to the Affected Senior Lenders and applied against amounts due hereunder or any other Financing Document and not paid by virtue of such Inconvertibility Event based on their pro rata shares of such amounts. If following conversion into Dollars the amount is greater than that required to pay all such amounts owing Obligations have been paid in full and (B) second to prepay all outstanding Tranche B Obligations until all such Obligations have been paid in full; and (ii) in the Affected Senior Lenders case of the Tranche B Borrower (A) first to prepay all outstanding Tranche B Obligations until all such Obligations have been paid in respect of which full and (B) second to prepay all outstanding Tranche A Obligations until all such funds were originally credited to the escrow account, the balance shall be Obligations have been paid to the Borrower, and if the amount is less than required, then the unpaid balance shall be promptly paid by the Borrower, provided that, in either case, all the payments due to any Senior Lender pursuant to Section 2.18(b) have already been madefull. (d) To Notwithstanding the extent that foregoing or anything to the contrary herein, but only in respect of any mandatory prepayment under Section 8.3, the Borrowers shall have the right, by giving five Business Days’ notice to Administrative Agent, in lieu of prepaying a Eurodollar Loan on a day other than the last day of an Interest Period for such Eurodollar Loan, to deposit or cause Administrative Agent to deposit into the applicable Debt Service and Related Payments Account an amount equal to the Eurodollar Loans to be prepaid. Such funds shall be held in the applicable Debt Service and Related Payments Account until the expiration of the Interest Period applicable to the Eurodollar Loan to be prepaid at which time such amount shall be used to prepay such Eurodollar Loan and any date when payments are due under this Agreement there is an Inconvertibility Event, payment by interest accrued on such amount shall be deposited into the Borrower Project Revenues Account. The deposit of amounts contemplated under Section 2.18(b) above into the applicable Debt Service and Related Payments Account shall be deemed to satisfy Borrower’s obligation to make the relevant mandatory prepayment on its due date, but shall not, however, constitute a prepayment of Loans and all Loans to be prepaid using the proceeds from the applicable Debt Service and Related Payments Account shall continue to accrue interest at the then applicable interest rate for such Loans until actually prepaid. All amounts in the applicable Debt Service and Related Payments Account shall only be made contemporaneously with the payment to the escrow accounts referred to invested in Section 2.18(c) above Permitted Investments as directed in the Affected Currency, or, if permitted, in Dollars sole discretion of Administrative Agent. Borrower shall bear the amount that cannot be paid to the Affected Senior Lenders on that date by virtue of the Inconvertibility Event (applying in relation to any payment in the Affected Currency to an escrow account an exchange rate equal to the Applicable Exchange Rate on the day prior to such payment), and, in the event that the Borrower has insufficient funds to make payment in full in accordance with Section 2.18(b) above expense and to the escrow accounts under Section 2.18(c) in accordance with the foregoing provisions of this Section 2.18(d), payments shall be made pro rata to such amounts owing to all Senior Lenders. For the avoidance of doubt, for the purposes of this Section 2.18(d), references to amounts “due” or “owing” on any date shall exclude amounts that fell due on an earlier date and cannot be paid by virtue of an Inconvertibility Event but in respect of which the Borrower has previously already paid the required amount into an escrow account as contemplated by Section 2.18(c), regardless risk of any intermediate exchange rate variationsuch investment. (e) For the avoidance of doubt: (i) subject to the proviso of Section 2.18(c), the Affected Senior Lenders shall not be bound to share any amounts held in escrow accounts in the name of, in trust for, or otherwise for the joint benefit of, such Affected Senior Lenders with any Senior Lender which received payments for its account in freely convertible and transferable currencies in accordance with Section 2.18(b) above; (ii) neither the existence of an Inconvertibility Event nor any provision of this Section 2.18 shall in any way modify, vary or constitute a defense to the obligations of the Borrower to make payments in Dollars in full when due and payable under the Financing Documents in the required place of payment, whether or not the Borrower is subject to any Inconvertibility Event, and payment to the escrow account(s) shall not constitute payment for these purposes; and (iii) if while an Inconvertibility Event is continuing any Authority of any Affected Country having the power to regulate foreign exchange permits an Affected Senior Lender holding funds in an escrow account in accordance with Section 2.18(c) to convert the Affected Currency into, and/or transfer, Convertible Currencies outside such Affected Country, then such Affected Senior Lender shall be entitled to receive and convert and/or transfer its pro rata share of funds held in escrow accounts and the provisions of Section 2.18(b) shall apply thereto and, for the avoidance of doubt, any shortfall remaining after transfer and/or conversion shall remain due and owing from the Borrower.

Application of Payments; Sharing. (a) Each Subject to the provisions of this Section 6.8, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Senior Borrower in respect of any Obligations (other than the Required Financial Hedge Agreements) of the Borrower hereunder, it shall promptly distribute such payment to the Lenders pro rata according to their respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. (b) Subject to the provisions of this Section 6.8, each of the Lenders agrees that, if it should receive any amount hereunder or under any other Financing Document (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Transaction Documents, or otherwise), which, in any such case, is in excess of its pro rata ratable share of payments on account of the Obligations obtained by all of the Senior Lenders hereunder or under any other Financing DocumentLenders, then that Senior such Lender receiving such excess payment (except to shall purchase for cash without recourse or warranty from the extent such payment is received other Lenders an interest in Convertible Currencies during any Inconvertibility Event, as described in Section 2.18(b), in which case such excess payment shall be remitted to the Obligations of the Borrower or to such Lenders in such amount as shall result in a proportional participation by all the relevant Senior Lender may otherwise determine) shall promptly distribute to all other Senior Lenders, the amount of Lenders in such payment in excess of the amount that would have been received had such payment been a pro rata payment, and any accrued interest thereonamount; provided, however, that if at such time redistribution all or any portion of such payment in excess amount is thereafter recovered from such manner is inadvisable in the judgment of any Senior Lender, then at the request of that Senior Lender the Senior Lenders such purchase shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including be rescinded and the purchase by that Senior Lender of Senior Loans held by the other Senior Lenders price restored to the extent permitted by any applicable law and the Financing Documents) to permit all of the Senior Lenders to share such payment (net of expenses incurred by the recipient Senior Lender in obtaining or preserving such payment) pro rata. If any such redistributed or shared payment is thereafter rescinded or must otherwise be restored by the Senior Lender which first obtained it, each of the other Senior Lenders which shared the benefit of such payment shall return to that Senior Lender its portion of the payment so rescinded or required to be restoredrecovery, but without interest. (bc) Notwithstanding anything to the contrary which may be contained in this Agreement concerning the pro rata allocation of any payments received by or for the account of the Senior Lenders in accordance with this Agreement or any other Financing Document, none of the Senior Lenders shall have any obligation to share payments received by or for the account of that Senior Lender in freely convertible and transferable currencies (“Convertible Currencies”) under circumstances where there is an unavailability or shortage of foreign exchange in the Country or in the country through which a payment is to be made (each, an “Affected Country”) or there has occurred a general moratorium or general debt rescheduling with respect to indebtedness of entities in any Affected Country (“Inconvertibility Event”); and by reason of such circumstances any Authority of such Affected Country having the power to regulate foreign exchange has permitted the Borrower to convert the currency of the Affected Country (the “Affected Currency”) into, and/or transfer, Convertible Currencies in order to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender but has not permitted it to do so in order to pay some other portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender or to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to the other Senior Lenders. (c) Subject to Section 2.18(d), during any Inconvertibility Event the Borrower shall pay all amounts due hereunder or under any other Financing Document to or for the joint and exclusive benefit of the Senior Lenders that such Senior Lender is not able to receive or obtain in the contractual place of payment Convertible Currencies in respect of Dollar denominated payment obligations of the Borrower hereunder or any other Financing Document (each such Senior Lender, to the extent of such amounts, an “Affected Senior Lender”) into one or more escrow accounts in the relevant Affected Country in the name of, or in trust for, or otherwise for the joint and exclusive benefit of, all Affected Senior Lenders (and on terms satisfactory to all such Affected Senior Lenders) in the Affected Currency or, if permitted, in Dollars, to be held in such escrow account until the Inconvertibility Event no longer exists, at which time all amounts held in such escrow accounts shall be converted into Dollars and paid to the Affected Senior Lenders and applied against amounts due hereunder or any other Financing Document and not paid by virtue of such Inconvertibility Event based on their pro rata shares of such amounts. If following conversion into Dollars the amount is greater than that required to pay all such amounts owing to the Affected Senior Lenders in respect of which such funds were originally credited to the escrow account, the balance shall be paid to the Borrower, and if the amount is less than required, then the unpaid balance shall be promptly paid by the Borrower, provided that, in either case, all the payments due to any Senior Lender pursuant to Section 2.18(b) have already been made. (d) To the extent that on any date when payments are due under this Agreement there is an Inconvertibility Event, payment by the Borrower of amounts contemplated under Section 2.18(b) above shall only be made contemporaneously with the payment to the escrow accounts referred to in Section 2.18(c) above in the Affected Currency, or, if permitted, in Dollars of the amount that cannot be paid to the Affected Senior Lenders on that date by virtue of the Inconvertibility Event (applying in relation to any payment in the Affected Currency to an escrow account an exchange rate equal to the Applicable Exchange Rate on the day prior to such payment), and, in the event that the Borrower has insufficient funds to make payment in full in accordance with Section 2.18(b) above and to the escrow accounts under Section 2.18(c) in accordance with the foregoing provisions of this Section 2.18(d)6.8, payments no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. (d) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to such amounts owing to all Senior Lenders. For the avoidance of doubt, for the purposes of this Section 2.18(d), references to amounts “due” or “owing” on any date shall exclude amounts that fell due on an earlier date and cannot be paid by virtue of an Inconvertibility Event but in respect of which the Borrower has previously already paid the required amount into an escrow account as contemplated by Section 2.18(c), regardless of any intermediate exchange rate variationtheir respective Term Percentages. (e) For Each payment (including each prepayment) by the avoidance Borrower on account of doubt:principal of and interest on the Revolving Loans shall be made pro rata according to their respective Revolving Percentages. (if) subject Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the proviso date of Section 2.18(c)any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Affected Senior Lenders Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be bound to share any amounts held in escrow accounts in the name ofrequired to, in trust forreliance upon such assumption, or otherwise for the joint benefit of, such Affected Senior Lenders with any Senior Lender which received payments for its account in freely convertible and transferable currencies in accordance with Section 2.18(b) above; (ii) neither the existence of an Inconvertibility Event nor any provision of this Section 2.18 shall in any way modify, vary or constitute a defense make available to the obligations Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower to make payments in Dollars in full when within three Business Days after such due and payable under date, the Financing Documents in the required place of payment, whether or not the Borrower is subject to any Inconvertibility Event, and payment to the escrow account(s) shall not constitute payment for these purposes; and (iii) if while an Inconvertibility Event is continuing any Authority of any Affected Country having the power to regulate foreign exchange permits an Affected Senior Lender holding funds in an escrow account in accordance with Section 2.18(c) to convert the Affected Currency into, and/or transfer, Convertible Currencies outside such Affected Country, then such Affected Senior Lender Administrative Agent shall be entitled to receive and convert and/or transfer its pro rata share recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of funds held in escrow accounts and the provisions of Section 2.18(b) shall apply thereto and, for the avoidance of doubt, Administrative Agent or any shortfall remaining after transfer and/or conversion shall remain due and owing from Lender against the Borrower. (g) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.4, 6.8(f), 2.9(f)(i)(D), 2.20(d) or 8.9, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Application of Payments; Sharing. (a) Each of the Senior Lenders agrees that, if it should receive any amount hereunder or under any other Financing Document (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Financing Documents, or otherwise), which, in any such case, is in excess of its pro rata share of payments obtained by all of the Senior Lenders hereunder or under any other Financing Document, then that Senior Lender receiving such excess payment (except to the extent such payment is received in Convertible Currencies during any Inconvertibility Event, as described in Section 2.18(b), in which case such excess payment shall be remitted to the Borrower or as the relevant Senior Lender may otherwise determine) shall promptly distribute to all other Senior Lenders, the amount of such payment in excess of the amount that would have been received had such payment been a pro rata payment, and any accrued interest thereon; provided, however, that if at such time redistribution of such payment in such manner is inadvisable in the judgment of any Senior Lender, then at the request of that Senior Lender the Senior Lenders shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by that Senior Lender of Senior Loans held by the other Senior Lenders to the extent permitted by any applicable law and the Financing Documents) to permit all of the Senior Lenders to share such payment (net of expenses incurred by the recipient Senior Lender in obtaining or preserving such payment) pro rata. If any such redistributed or shared payment is thereafter rescinded or must otherwise be restored by the Senior Lender which first obtained it, each of the other Senior Lenders which shared the benefit of such payment shall return to that Senior Lender its portion of the payment so rescinded or required to be restored. (b) Notwithstanding anything to the contrary contained in this Agreement concerning the pro rata allocation of any payments received by or for the account of the Senior Lenders in accordance with this Agreement or any other Financing Document, none of the Senior Lenders shall have any obligation to share payments received by or for the account of that Senior Lender in freely convertible and transferable currencies (“Convertible Currencies”) under circumstances where there is an unavailability or shortage of foreign exchange in the Country or in the country through which a payment is to be made (each, an “Affected Country”) or there has occurred a general moratorium or general debt rescheduling with respect to indebtedness of entities in any Affected Country (“Inconvertibility Event”); and by reason of such circumstances any Authority of such Affected Country having the power to regulate foreign exchange has permitted the Borrower to convert the currency of the Affected Country (the “Affected Currency”) into, and/or transfer, Convertible Currencies in order to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender but has not permitted it to do so in order to pay some other portion of the obligations denominated in Convertible Currencies which are owed to that Senior Lender or to pay all or a portion of the obligations denominated in Convertible Currencies which are owed to the other Senior Lenders. (c) Subject to Section 2.18(d), during any Inconvertibility Event the Borrower shall pay all amounts due hereunder or under any other Financing Document to or for the joint and exclusive benefit of the Senior Lenders that such each Senior Lender that is not able to receive or obtain in the contractual place of payment Convertible Currencies in respect of Dollar denominated payment obligations of the Borrower hereunder or any other Financing Document (each such Senior Lender, to the extent of such amounts, an “Affected Senior Lender”) into one or more escrow accounts in the relevant Affected Country in the name of, or in trust for, or otherwise for the joint and exclusive benefit of, all Affected Senior Lenders (and on terms satisfactory to all such Affected Senior Lenders) in the Affected Currency or, if permitted, in Dollars, to be held in such escrow account until the Inconvertibility Event no longer exists, at which time all amounts held in such escrow accounts shall be converted into Dollars and paid to the Affected Senior Lenders and applied against amounts due hereunder or any other Financing Document and not paid by virtue of such Inconvertibility Event based on their pro rata shares of such amounts. If following conversion into Dollars the amount is greater than that required to pay all such amounts owing to the Affected Senior Lenders in respect of which such funds were originally credited to the escrow account, the balance shall be paid to the Borrower, and if the amount is less than required, then the unpaid balance shall be promptly paid by the Borrower, provided that, in either case, all the payments due to any Senior Lender pursuant to Section 2.18(b) have already been made. (d) To the extent that on any date when payments are due under this Agreement there is an Inconvertibility Event, payment by the Borrower of amounts contemplated under Section 2.18(b) above shall only be made contemporaneously with the payment to the escrow accounts referred to in Section 2.18(c) above in the Affected Currency, or, if permitted, in Dollars of the amount that cannot be paid to the Affected Senior Lenders on that date by virtue of the Inconvertibility Event (applying in relation to any payment in the Affected Currency to an escrow account an exchange rate equal to the Applicable Exchange Rate on the day prior to such payment), and, in the event that the Borrower has insufficient funds to make payment in full in accordance with Section 2.18(b) above and to the escrow accounts under Section 2.18(c) in accordance with the foregoing provisions of this Section 2.18(d), payments shall be made pro rata to such amounts owing to all Senior Lenders. For the avoidance of doubt, for the purposes of this Section 2.18(d), references to amounts “due” or “owing” on any date shall exclude amounts that fell due on an earlier date and cannot be paid by virtue of an Inconvertibility Event but in respect of which the Borrower has previously already paid the required amount into an escrow account as contemplated by Section 2.18(c), regardless of any intermediate exchange rate variation. (e) For the avoidance of doubt: (i) subject to the proviso of Section 2.18(c), the Affected Senior Lenders shall not be bound to share any amounts held in escrow accounts in the name of, in trust for, or otherwise for the joint benefit of, such Affected Senior Lenders with any Senior Lender which received payments for its account in freely convertible and transferable currencies in accordance with Section 2.18(b) above; (ii) neither the existence of an Inconvertibility Event nor any provision of this Section 2.18 shall in any way modify, vary or constitute a defense to the obligations of the Borrower to make payments in Dollars in full when due and payable under the Financing Documents in the required place of payment, whether or not the Borrower is subject to any Inconvertibility Event, and payment to the escrow account(s) shall not constitute payment for these purposes; and (iii) if while an Inconvertibility Event is continuing any Authority of any Affected Country having the power to regulate foreign exchange permits an Affected Senior Lender holding funds in an escrow account in accordance with Section 2.18(c) to convert the Affected Currency into, and/or transfer, Convertible Currencies outside such Affected Country, then such Affected Senior Lender shall be entitled to receive and convert and/or transfer its pro rata share of funds held in escrow accounts and the provisions of Section 2.18(b) shall apply thereto and, for the avoidance of doubt, any shortfall remaining after transfer and/or conversion shall remain due and owing from the Borrower.