IN WRITING) OF SUCH
PREPAYMENT, SPECIFYING THE PRINCIPAL AMOUNT OF THE ALTERNATE BASE RATE BORROWING
TO BE PREPAID AND THE PREPAYMENT DATE.
(B)
NOTICE OF ANY PREPAYMENT HAVING BEEN GIVEN, THE PRINCIPAL AMOUNT
SPECIFIED IN SUCH NOTICE, TOGETHER WITH (IN THE CASE OF ANY PREPAYMENT OF A
LIBOR RATE BORROWING) INTEREST THEREON TO THE DATE OF PREPAYMENT, SHALL BE DUE
AND PAYABLE ON SUCH PREPAYMENT DATE.
(C)
ANY LENDER MAY, IF IT SO ELECTS, FULFILL ITS OBLIGATION AS TO ANY
LIBOR RATE BORROWING BY CAUSING A BRANCH, FOREIGN OR OTHERWISE, OR AFFILIATE OF
SUCH LENDER TO MAKE SUCH LOANS AND MAY TRANSFER AND CARRY SUCH LOANS AT, TO OR
FOR THE ACCOUNT OF ANY BRANCH OFFICE OR AFFILIATE OF SUCH LENDER; PROVIDED, THAT
IN SUCH EVENT FOR THE PURPOSES OF THIS AGREEMENT SUCH LOANS SHALL BE DEEMED TO
HAVE BEEN MADE BY SUCH LENDER AND THE OBLIGATION OF THE COMPANY TO REPAY SUCH
LOANS SHALL NEVERTHELESS BE TO SUCH LENDER AND SHALL BE DEEMED HELD BY IT, TO
THE EXTENT OF SUCH PORTIONS OF THE LOAN, FOR THE ACCOUNT OF SUCH BRANCH OR
AFFILIATE.
(D)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,
EACH LENDER SHALL BE ENTITLED TO FUND AND MAINTAIN ITS FUNDING OF ALL OR ANY
PART OF THE LOANS HEREUNDER IN ANY MANNER IT SEES FIT, IT BEING UNDERSTOOD,
HOWEVER, THAT FOR THE PURPOSES OF THIS AGREEMENT ALL DETERMINATIONS HEREUNDER
SHALL BE MADE AS IF SUCH LENDER HAD ACTUALLY FUNDED AND MAINTAINED ITS PORTION
OF EACH LIBOR RATE BORROWING DURING EACH LIBOR INTEREST PERIOD FOR THE LOANS
THROUGH THE PURCHASE OF DEPOSITS HAVING A MATURITY CORRESPONDING TO SUCH LIBOR
INTEREST PERIOD AND BEARING AN INTEREST RATE EQUAL TO THE LONDON INTERBANK RATE
FOR SUCH LIBOR INTEREST PERIOD.
(E)
THE COMPANY'S OBLIGATION TO PAY INCREASED COSTS AND CONSEQUENTIAL
LOSS WITH REGARD TO EACH LIBOR RATE BORROWING AS SPECIFIED IN THIS SECTION 2.5
HEREOF SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Section 2.6
Application of Payments and Prepayments.
Prepayments of the Loans
shall be applied first to the principal amount thereof, with the balance to
accrued interest.
Regularly scheduled payments of the Loans shall be applied
first to accrued interest, the balance to the principal.
If the Agent receives
funds on a date when payments of the Loans are due and such funds are not
sufficient to pay all of the obligations of the Company hereunder then due, or
if the Agent receives any payments or other
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amounts owing to Agent or any Lender under any Loan Document, including without
limitation, proceeds obtained from the enforcement of the Guaranties, then such
funds shall be applied (a) first to fees or expenses of the Agent then due
hereunder or under any other Loan Document which are to be paid by the Company
or the applicable Guarantor, (b) second, to fees or expenses of the Lenders then
due hereunder or under any other Loan Document (other than fees or expenses
owing under the Credit Facility Hedge Agreements) which are