of Credit,
such remainder shall be deposited in the L/C Cash Collateral Account and shall
secure the Obligations and otherwise be governed in accordance with Section 7.3.
SECTION 2.9
PAYMENTS.
(A)
MAKING OF PAYMENTS. ALL PAYMENTS OF PRINCIPAL OF AND INTEREST DUE
UNDER THE NOTES SHALL BE MADE TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY
AVAILABLE FUNDS NOT LATER THAN 12:00 NOON ON THE DATE DUE AT SUCH PLACE AS THE
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME DESIGNATE IN WRITING, AND FUNDS
RECEIVED AFTER THAT HOUR SHALL BE DEEMED TO HAVE BEEN RECEIVED BY THE
ADMINISTRATIVE AGENT ON THE NEXT FOLLOWING BUSINESS DAY. THE BORROWER HEREBY
AUTHORIZES THE ADMINISTRATIVE AGENT TO CHARGE THE BORROWER'S DEMAND DEPOSIT
ACCOUNT MAINTAINED WITH THE ADMINISTRATIVE AGENT FOR THE AMOUNT OF ANY SUCH
PAYMENT ON ITS DUE DATE, OR (AT THE OPTION OF THE ADMINISTRATIVE AGENT) TO
EFFECT A BORROWING IN SUCH AMOUNT, ALL WITHOUT RECEIPT OF ANY REQUEST FOR SUCH
CHARGE OR BORROWING, BUT THE LENDER'S FAILURE TO SO CHARGE SUCH ACCOUNT OR
EFFECT SUCH BORROWING SHALL IN NO WAY AFFECT THE OBLIGATION OF THE BORROWER TO
MAKE ANY SUCH PAYMENT.
(B)
ASSUMED PAYMENTS. UNLESS THE ADMINISTRATIVE AGENT HAS BEEN
NOTIFIED BY A LENDER OR THE BORROWER PRIOR TO THE DATE ON WHICH SUCH LENDER OR
THE BORROWER IS SCHEDULED TO MAKE PAYMENT TO THE ADMINISTRATIVE AGENT OF (IN THE
CASE OF A LENDER) THE PROCEEDS OF AN ADVANCE TO BE MADE BY IT HEREUNDER OR (IN
THE CASE OF THE BORROWER) A PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF ONE OR MORE OF THE LENDERS HEREUNDER (SUCH PAYMENT BY A LENDER OR THE
BORROWER (AS THE CASE MAY BE) BEING HEREIN
17
CALLED A "REQUIRED PAYMENT"), WHICH NOTICE SHALL BE EFFECTIVE UPON RECEIPT, THAT
IT DOES NOT INTEND TO MAKE THE REQUIRED PAYMENT TO THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT THE REQUIRED PAYMENT HAS BEEN MADE AND MAY
(BUT SHALL NOT BE REQUIRED TO), IN RELIANCE UPON SUCH ASSUMPTION, MAKE THE
AMOUNT THEREOF AVAILABLE TO THE INTENDED RECIPIENT ON SUCH DATE AND, IF SUCH
LENDER OR THE BORROWER (AS THE CASE MAY BE) HAS NOT IN FACT MADE THE REQUIRED
PAYMENT TO THE ADMINISTRATIVE AGENT, THE RECIPIENT OF SUCH PAYMENT SHALL, ON
DEMAND, REPAY TO THE ADMINISTRATIVE AGENT THE AMOUNT SO MADE AVAILABLE TOGETHER
WITH INTEREST THEREON FOR EACH DAY DURING THE PERIOD COMMENCING ON THE DATE SUCH
AMOUNT WAS SO MADE AVAILABLE BY THE ADMINISTRATIVE AGENT UNTIL THE DATE THE
ADMINISTRATIVE AGENT RECOVERS SUCH AMOUNT AT A RATE (I) EQUAL TO THE FEDERAL
FUNDS RATE FOR SUCH DAY, IN THE CASE OF A REQUIRED PAYMENT OWING BY A LENDER, OR
(II) EQUAL TO THE APPLICABLE RATE OF INTEREST AS PROVIDED IN THIS AGREEMENT, IN
THE CASE OF A REQUIRED PAYMENT OWING BY THE BORROWER.
(C)
SETOFF. THE BORROWER AGREES THAT EACH LENDER SHALL HAVE ALL RIGHTS
OF SETOFF AND BANKERS' LIEN PROVIDED BY APPLICABLE LAW, AND IN ADDITION THERETO,
THE BORROWER AGREES THAT IF AT ANY