MAY, IN THE
DISCRETION OF 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 ADMINISTRATIVE AGENT AT ITS OFFICES AT JPMORGAN CHASE
BANK, N.A., 201 NORTH CENTRAL AVENUE, FLOOR 14, PHOENIX, ARIZONA 85004, ATTN:
LOAN SERVICING, TELECOPY NO. (602) 221-1116, EXCEPT THAT PAYMENTS PURSUANT TO
SECTIONS 2.8, 2.9, 2.12, 9.5 AND 12.5 SHALL BE MADE DIRECTLY TO THE PERSONS
ENTITLED THERETO.
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 HEREUNDER SHALL BE DUE ON A
DAY THAT IS NOT A BUSINESS DAY, THE DATE FOR PAYMENT SHALL BE EXTENDED TO THE
NEXT SUCCEEDING BUSINESS DAY, AND, IN THE CASE OF ANY
41­
PAYMENT ACCRUING INTEREST, INTEREST THEREON SHALL BE PAYABLE TO THE NEXT
SUCCEEDING BUSINESS DAY. ALL PAYMENTS HEREUNDER SHALL BE MADE IN DOLLARS.
(2)
IF AT ANY TIME INSUFFICIENT FUNDS ARE RECEIVED BY AND
AVAILABLE TO ADMINISTRATIVE AGENT TO PAY FULLY ALL AMOUNTS OF PRINCIPAL,
INTEREST AND FEES THEN DUE HEREUNDER, SUCH FUNDS SHALL BE APPLIED (I) FIRST,
TOWARDS 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, TOWARDS PAYMENT OF PRINCIPAL THEN DUE
HEREUNDER, RATABLY AMONG THE PARTIES ENTITLED THERETO IN ACCORDANCE WITH THE
AMOUNTS OF PRINCIPAL THEN DUE TO SUCH PARTIES.
(3)
UNLESS ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM
BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE LENDERS THAT BORROWER WILL NOT MAKE SUCH PAYMENT,
ADMINISTRATIVE AGENT MAY ASSUME THAT BORROWER HAS MADE SUCH PAYMENT ON SUCH DATE
IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH ASSUMPTION, DISTRIBUTE TO
THE LENDERS, THE AMOUNT DUE. IN SUCH EVENT, IF BORROWER HAS NOT IN FACT MADE
SUCH PAYMENT, THEN EACH OF THE LENDERS, SEVERALLY AGREES TO REPAY TO
ADMINISTRATIVE AGENT FORTHWITH ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH
LENDER WITH INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH
AMOUNT IS DISTRIBUTED TO IT TO BUT EXCLUDING THE DATE OF PAYMENT TO
ADMINISTRATIVE AGENT, AT THE GREATER OF THE FEDERAL FUNDS EFFECTIVE RATE AND A
RATE REASONABLY DETERMINED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING
INDUSTRY RULES ON INTERBANK COMPENSATION.
(4)
IF ANY LENDER SHALL FAIL TO MAKE ANY PAYMENT REQUIRED TO BE
MADE BY IT PURSUANT TO SECTION 2.2(2), 2.13(3) OR 14.13, THEN ADMINISTRATIVE
AGENT MAY, IN ITS DISCRETION (NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF),
APPLY ANY AMOUNTS THEREAFTER RECEIVED BY ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
SUCH LENDER TO SATISFY SUCH LENDER'S OBLIGATIONS UNDER SUCH SECTIONS UNTIL ALL
SUCH UNSATISFIED OBLIGATIONS ARE FULLY PAID.
SECTION 2.14
MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(1)
IF ANY LENDER REQUESTS COMPENSATION UNDER SECTION 2.8, OR IF
BORROWER IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO