THAT THE BORROWER SHALL SUBSEQUENTLY DETERMINE
THAT THE ACTUAL AMOUNT RECEIVED EXCEEDED THE AMOUNT SET FORTH IN SUCH
CERTIFICATE, THE BORROWER SHALL PROMPTLY MAKE AN ADDITIONAL PREPAYMENT OF THE
LOANS AND THE BORROWER SHALL CONCURRENTLY THEREWITH DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF AN AUTHORIZED OFFICER DEMONSTRATING THE
DERIVATION OF SUCH EXCESS.
2.14
APPLICATION OF PREPAYMENTS.
(A)
APPLICATION OF VOLUNTARY AND MANDATORY
PREPAYMENTS BY TYPE OF LOANS.
ANY PREPAYMENT OF ANY LOAN PURSUANT TO SECTIONS
2.11 OR 2.13(A) OR (B), SHALL BE APPLIED, OTHER THAN IN RESPECT OF PREPAYMENTS
MADE WITH THE NET ASSET SALE PROCEEDS AND/OR NET INSURANCE/CONDEMNATION PROCEEDS
IN RESPECT OF WHICH THE BORROWER SHALL HAVE NOTIFIED THE ADMINISTRATIVE AGENT IN
WRITING (EACH SUCH NOTICE, A "REINVESTMENT NOTICE") OF ITS INTENT TO REINVEST
SUCH NET ASSET SALE PROCEEDS AND/OR NET INSURANCE/CONDEMNATION PROCEEDS, AS
APPLICABLE, IN ACCORDANCE WITH SECTION 2.13(A) OR (B), AS APPLICABLE, AS
SPECIFIED BY THE BORROWER IN THE APPLICABLE NOTICE OF PREPAYMENT; PROVIDED, IN
THE EVENT THE BORROWER
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FAILS TO SPECIFY THE LOANS TO WHICH ANY SUCH PREPAYMENT SHALL BE APPLIED, SUCH
PREPAYMENT SHALL BE APPLIED:
FIRST, TO REPAY OUTSTANDING SWING LINE LOANS AND
PROTECTIVE ADVANCES TO THE FULL EXTENT THEREOF; AND SECOND, TO REPAY OUTSTANDING
REVOLVING LOANS TO THE FULL EXTENT THEREOF.
NOTWITHSTANDING ANYTHING IN THIS
CLAUSE (A) TO THE CONTRARY, IF THE BORROWER SHALL HAVE DELIVERED A REINVESTMENT
NOTICE WITH RESPECT TO ANY OF THE EVENTS WHICH WOULD OTHERWISE GIVE RISE TO A
MANDATORY PREPAYMENT OF THE LOANS PURSUANT TO CLAUSES (A) OR (B) OF SECTION
2.13, THE BORROWER SHALL BE REQUIRED TO MAKE A PREPAYMENT OF THE LOANS IN AN
AMOUNT EQUAL TO THE AMOUNT THAT WOULD BE REQUIRED TO SO PREPAY THE LOANS LESS
ANY AMOUNTS REINVESTED AS PROVIDED IN SUCH CLAUSES (A) OR (B), AS APPLICABLE, ON
THE EXPIRATION OF THE REINVESTMENT PERIOD DESCRIBED IN SUCH CLAUSES (A) OR (B),
AS APPLICABLE.
(B)
APPLICATION OF PREPAYMENTS OF LOANS TO BASE
RATE LOANS AND EURODOLLAR RATE LOANS.
ANY PREPAYMENT OF LOANS SHALL BE APPLIED
FIRST TO BASE RATE LOANS TO THE FULL EXTENT THEREOF BEFORE APPLICATION TO
EURODOLLAR RATE LOANS, IN EACH CASE IN A MANNER WHICH MINIMIZES THE AMOUNT OF
ANY PAYMENTS REQUIRED TO BE MADE BY THE BORROWER PURSUANT TO SECTION 2.17(D).
2.15
GENERAL PROVISIONS REGARDING PAYMENTS.
(A)
ALL PAYMENTS BY THE BORROWER OF PRINCIPAL,
INTEREST, FEES AND OTHER OBLIGATIONS SHALL BE MADE IN DOLLARS IN SAME DAY FUNDS,
WITHOUT DEFENSE, SETOFF OR COUNTERCLAIM, FREE OF ANY RESTRICTION OR CONDITION,
AND DELIVERED TO THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (NEW YORK
CITY TIME) ON THE DATE DUE AT THE PRINCIPAL OFFICE DESIGNATED BY THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF LENDERS; FOR PURPOSES OF COMPUTING
INTEREST AND FEES, FUNDS RECEIVED BY THE ADMINISTRATIVE AGENT AFTER THAT TIME ON
SUCH DUE DATE SHALL BE DEEMED TO HAVE BEEN PAID BY THE BORROWER ON THE NEXT
SUCCEEDING BUSINESS DAY.
(B)
ALL PAYMENTS IN RESPECT OF THE PRINCIPAL
AMOUNT OF ANY LOAN (OTHER THAN VOLUNTARY PREPAYMENTS OF REVOLVING