COLLATERAL ACCOUNTS
SUBJECT TO CONTROL AGREEMENTS.
2.8
CREDITING PAYMENTS. THE RECEIPT OF ANY PAYMENT ITEM BY AGENT
(WHETHER FROM TRANSFERS TO AGENT BY THE CASH MANAGEMENT BANKS PURSUANT TO THE
CASH MANAGEMENT AGREEMENTS OR OTHERWISE) SHALL NOT BE CONSIDERED A PAYMENT ON
ACCOUNT UNLESS SUCH PAYMENT ITEM IS A WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FEDERAL FUNDS MADE TO THE AGENT'S ACCOUNT OR UNLESS AND UNTIL SUCH PAYMENT ITEM
IS HONORED WHEN PRESENTED FOR PAYMENT. SHOULD ANY PAYMENT ITEM NOT BE HONORED
WHEN PRESENTED FOR PAYMENT, THEN BORROWERS SHALL BE DEEMED NOT TO HAVE MADE SUCH
PAYMENT AND INTEREST SHALL BE CALCULATED ACCORDINGLY. ANYTHING TO THE CONTRARY
CONTAINED HEREIN NOTWITHSTANDING, ANY PAYMENT ITEM RECEIVED BY AGENT INTO THE
AGENT'S ACCOUNT ON A BUSINESS DAY ON OR BEFORE 5:00 P.M. (CALIFORNIA TIME) SHALL
BE DEEMED TO HAVE BEEN RECEIVED THE FOLLOWING BUSINESS DAY. IF ANY PAYMENT ITEM
IS RECEIVED INTO THE AGENT'S ACCOUNT ON A NON-BUSINESS DAY OR AFTER 5:00 P.M.
(CALIFORNIA TIME) ON A BUSINESS DAY BUT BEFORE 5:00 P.M. (CALIFORNIA TIME) THE
FOLLOWING BUSINESS DAY, IT SHALL BE DEEMED TO HAVE BEEN RECEIVED BY AGENT AS OF
THE OPENING OF BUSINESS ON THE SECOND FOLLOWING BUSINESS DAY.
2.9
DESIGNATED ACCOUNT. AGENT IS AUTHORIZED TO MAKE THE LOANS UNDER
THIS AGREEMENT BASED UPON TELEPHONIC OR OTHER INSTRUCTIONS RECEIVED FROM ANYONE
PURPORTING TO BE AN AUTHORIZED PERSON OR, WITHOUT INSTRUCTIONS, IF PURSUANT TO
SECTION 2.6(D). ADMINISTRATIVE BORROWER AGREES TO ESTABLISH AND MAINTAIN THE
DESIGNATED ACCOUNT WITH THE DESIGNATED ACCOUNT BANK FOR THE PURPOSE OF RECEIVING
THE PROCEEDS OF THE LOANS REQUESTED BY BORROWERS AND MADE BY AGENT OR THE
LENDERS HEREUNDER. UNLESS OTHERWISE AGREED BY AGENT AND ADMINISTRATIVE BORROWER,
ANY LOAN REQUESTED BY BORROWERS AND MADE BY AGENT OR THE LENDERS HEREUNDER SHALL
BE MADE TO THE DESIGNATED ACCOUNT.
2.10
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2.11
FEES. BORROWERS SHALL PAY TO AGENT, AS AND WHEN DUE AND PAYABLE
UNDER THE TERMS OF THE FEE LETTER, THE FEES SET FORTH IN THE FEE LETTER.
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2.12
[INTENTIONALLY OMITTED]
2.13
JOINT AND SEVERAL LIABILITY OF BORROWERS.
(A)
EACH BORROWER IS ACCEPTING JOINT AND SEVERAL LIABILITY HEREUNDER
AND UNDER THE OTHER LOAN DOCUMENTS IN CONSIDERATION OF THE FINANCIAL
ACCOMMODATIONS TO BE PROVIDED BY THE LENDER GROUP UNDER THIS AGREEMENT, FOR THE
MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY, OF EACH BORROWER AND IN CONSIDERATION
OF THE UNDERTAKINGS OF THE OTHER BORROWERS TO ACCEPT JOINT AND SEVERAL LIABILITY
FOR THE OBLIGATIONS.
(B)
EACH BORROWER, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY ACCEPTS, NOT MERELY AS A SURETY BUT ALSO AS A CO-DEBTOR, JOINT
AND SEVERAL LIABILITY WITH THE OTHER BORROWERS, WITH RESPECT TO THE PAYMENT AND
PERFORMANCE OF ALL OF THE OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ANY
OBLIGATIONS ARISING UNDER THIS SECTION 2.13), IT BEING THE INTENTION OF THE
PARTIES HERETO THAT ALL THE OBLIGATIONS SHALL BE THE JOINT AND SEVERAL
OBLIGATIONS OF EACH BORROWER WITHOUT PREFERENCES OR DISTINCTION AMONG THEM.
(C)
IF AND TO THE EXTENT THAT ANY BORROWER SHALL FAIL TO MAKE ANY
PAYMENT WITH RESPECT TO ANY OF