(WHETHER OF
PRINCIPAL, INTEREST, FEES OR REIMBURSEMENT OBLIGATIONS, OR OF AMOUNTS PAYABLE
UNDER SECTION 2.12, 2.13, 2.15 OR 10.03, OR OTHERWISE) ON OR BEFORE THE TIME
EXPRESSLY REQUIRED HEREUNDER OR UNDER SUCH OTHER LOAN DOCUMENT FOR SUCH PAYMENT
(OR, IF NO SUCH TIME IS EXPRESSLY REQUIRED, PRIOR TO 2:00 P.M., NEW YORK CITY
TIME), ON THE DATE WHEN DUE, IN IMMEDIATELY AVAILABLE FUNDS, WITHOUT SETOFF,
DEDUCTION OR COUNTERCLAIM.
ANY AMOUNTS RECEIVED AFTER SUCH TIME ON ANY DATE
MAY, IN THE DISCRETION OF THE ADMINISTRATIVE AGENT, BE DEEMED TO HAVE BEEN
RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY FOR PURPOSES OF CALCULATING
INTEREST THEREON.
ALL SUCH PAYMENTS SHALL BE MADE TO THE ADMINISTRATIVE AGENT
AT ITS OFFICES AT 677 WASHINGTON BOULEVARD,
45
STAMFORD, CONNECTICUT, EXCEPT PAYMENTS TO BE MADE DIRECTLY TO THE ISSUING BANK
OR SWINGLINE LENDER AS EXPRESSLY PROVIDED HEREIN AND EXCEPT THAT PAYMENTS
PURSUANT TO SECTIONS 2.12, 2.13, 2.15 AND 10.03 SHALL BE MADE DIRECTLY TO THE
PERSONS ENTITLED THERETO AND PAYMENTS PURSUANT TO OTHER LOAN DOCUMENTS SHALL BE
MADE TO THE PERSONS SPECIFIED THEREIN.
THE ADMINISTRATIVE AGENT SHALL
DISTRIBUTE ANY SUCH PAYMENTS RECEIVED BY IT FOR THE ACCOUNT OF ANY OTHER PERSON
TO THE APPROPRIATE RECIPIENT PROMPTLY FOLLOWING RECEIPT THEREOF.
IF ANY PAYMENT
UNDER ANY LOAN DOCUMENT SHALL BE DUE ON A DAY THAT IS NOT A BUSINESS DAY, UNLESS
SPECIFIED OTHERWISE, THE DATE FOR PAYMENT SHALL BE EXTENDED TO THE NEXT
SUCCEEDING BUSINESS DAY, AND, IN THE CASE OF ANY PAYMENT ACCRUING INTEREST,
INTEREST THEREON SHALL BE PAYABLE FOR THE PERIOD OF SUCH EXTENSION.
ALL
PAYMENTS UNDER EACH LOAN DOCUMENT SHALL BE MADE IN DOLLARS, EXCEPT AS EXPRESSLY
SPECIFIED OTHERWISE.
(B)
PRO RATA TREATMENT.
EACH PAYMENT BY EACH BORROWER OF INTEREST IN
RESPECT OF THE LOANS SHALL BE APPLIED TO THE AMOUNTS OF SUCH OBLIGATIONS OWING
TO THE LENDERS PRO RATA ACCORDING TO THE RESPECTIVE AMOUNTS THEN DUE AND OWING
TO THE LENDERS.
(C)
INSUFFICIENT FUNDS.
IF AT ANY TIME INSUFFICIENT FUNDS ARE
RECEIVED BY AND AVAILABLE TO THE ADMINISTRATIVE AGENT TO PAY FULLY ALL AMOUNTS
OF PRINCIPAL, REIMBURSEMENT OBLIGATIONS, INTEREST AND FEES THEN DUE HEREUNDER,
SUCH FUNDS SHALL BE APPLIED (I) FIRST, TOWARD PAYMENT OF INTEREST AND FEES THEN
DUE HEREUNDER, RATABLY AMONG THE PARTIES ENTITLED THERETO IN ACCORDANCE WITH THE
AMOUNTS OF INTEREST AND FEES THEN DUE TO SUCH PARTIES, AND (II) SECOND, TOWARD
PAYMENT OF PRINCIPAL AND REIMBURSEMENT OBLIGATIONS THEN DUE HEREUNDER, RATABLY
AMONG THE PARTIES ENTITLED THERETO IN ACCORDANCE WITH THE AMOUNTS OF PRINCIPAL
AND REIMBURSEMENT OBLIGATIONS THEN DUE TO SUCH PARTIES.
(D)
SHARING OF SET-OFF.
IF ANY LENDER (AND/OR THE ISSUING BANK, WHICH
SHALL BE DEEMED A "LENDER" FOR PURPOSES OF THIS SECTION 2.14(D)) SHALL, BY
EXERCISING ANY RIGHT OF SETOFF OR COUNTERCLAIM OR OTHERWISE, OBTAIN PAYMENT IN
RESPECT OF ANY PRINCIPAL OF OR INTEREST ON ANY OF ITS LOANS OR OTHER OBLIGATIONS
RESULTING IN SUCH LENDER'S RECEIVING PAYMENT OF A PROPORTION OF THE AGGREGATE
AMOUNT OF ITS LOANS AND ACCRUED INTEREST THEREON OR OTHER OBLIGATIONS GREATER
THAN ITS PRO RATA