PRODUCTS.
EACH SUCH PAYMENT SHALL BE MADE ON THE DAY
WHEN DUE TO AGENT IN DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER
IN ACCORDANCE WITH THE WIRE TRANSFER INSTRUCTIONS SET FORTH ON THE SCHEDULE, OR
IN SUCH MANNER AND AT SUCH OTHER PLACE AS AGENT SHALL DESIGNATE IN WRITING TO
BORROWER, NO LATER THAN 11:00 A.M. (NEW YORK CITY TIME) ON THE DATE SPECIFIED
HEREIN.
AGENT WILL PROMPTLY DISTRIBUTE TO EACH LENDER ITS PRO RATA SHARE (OR
OTHER APPLICABLE SHARE AS EXPRESSLY PROVIDED HEREIN) OF SUCH PAYMENT IN LIKE
FUNDS AS RECEIVED.
ANY PAYMENT RECEIVED BY AGENT LATER THAN 11:00 A.M. (NEW
YORK CITY TIME) SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE FOLLOWING BANKING
DAY AND ANY APPLICABLE INTEREST OR FEE SHALL CONTINUE TO ACCRUE.
(B)
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, WHENEVER ANY PAYMENT HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT SHALL BE STATED TO BE DUE, OR WHENEVER ANY OTHER DATE SPECIFIED
HEREUNDER OR THEREUNDER WOULD OTHERWISE OCCUR, ON A DAY OTHER THAN A BANKING
DAY, THEN SUCH PAYMENT SHALL BE MADE, AND SUCH OTHER DATE SHALL OCCUR, ON THE
NEXT SUCCEEDING BANKING DAY.
17
(C)
EACH PAYMENT BY OR ON BEHALF OF BORROWER OR ANY OTHER PERSON UNDER
THE LOAN DOCUMENTS SHALL, UNLESS A SPECIFIC DETERMINATION IS MADE BY AGENT OR
MAJORITY LENDERS WITH RESPECT THERETO, BE APPLIED IN THE FOLLOWING ORDER:
(I) FIRST, TO ANY FEES, COSTS, EXPENSES AND OTHER AMOUNTS DUE AGENT;
(II) SECOND, TO ANY FEES, COSTS, EXPENSES AND OTHER AMOUNTS (OTHER THAN
PRINCIPAL AND INTEREST) DUE LENDERS UNDER THE LOAN DOCUMENTS; (III) THIRD, TO
ACCRUED AND UNPAID INTEREST DUE LENDERS; AND (IV) FOURTH, TO PRINCIPAL DUE
LENDERS.
(D)
UNLESS AGENT RECEIVES NOTICE FROM BORROWER PRIOR TO THE DATE ON
WHICH ANY PAYMENT IS DUE TO LENDERS THAT BORROWER WILL NOT MAKE SUCH PAYMENT IN
FULL AS AND WHEN REQUIRED, AGENT MAY ASSUME THAT BORROWER HAS MADE SUCH PAYMENT
IN FULL TO AGENT ON SUCH DATE IN IMMEDIATELY AVAILABLE FUNDS AND AGENT MAY (BUT
SHALL NOT BE SO REQUIRED), IN RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO EACH
LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH LENDER.
IF
AND TO THE EXTENT BORROWER HAS NOT MADE SUCH PAYMENT IN FULL TO AGENT, EACH
LENDER SHALL REPAY TO AGENT ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH LENDER,
TOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE FOR EACH DAY FROM THE
DATE SUCH AMOUNT IS DISTRIBUTED TO SUCH LENDER UNTIL THE DATE REPAID.
2.13
SET OFF.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF LENDERS PROVIDED BY
LAW, IF AN EVENT OF DEFAULT EXISTS OR THE LOANS HAVE BEEN ACCELERATED, EACH
LENDER IS AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, WITHOUT PRIOR NOTICE TO
HOLDINGS, BORROWER OR ANY GUARANTOR (ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY
ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW), TO SET OFF AND APPLY
ANY AND ALL DEPOSITS