THEREWITH DELIVER TO
THE ADMINISTRATIVE AGENT A CERTIFICATE OF AN AUTHORIZED OFFICER DEMONSTRATING
THE DERIVATION OF SUCH EXCESS.
43
2.14
APPLICATION OF PREPAYMENTS.
(A)
SUBJECT TO THE PROVISIONS OF SECTION
2.15(I), ANY PREPAYMENTS MADE BY THE BORROWER REQUIRED TO BE APPLIED IN
ACCORDANCE WITH THIS CLAUSE (A) SHALL BE APPLIED, OTHER THAN IN RESPECT OF
PREPAYMENTS MADE WITH THE NET ASSET SALE PROCEEDS AND/OR NET
INSURANCE/CONDEMNATION PROCEEDS IN RESPECT OF WHICH THE BORROWER SHALL HAVE
NOTIFIED THE ADMINISTRATIVE AGENT IN WRITING (EACH SUCH NOTICE, A "REINVESTMENT
NOTICE") OF ITS INTENT TO REINVEST SUCH NET ASSET SALE PROCEEDS AND/OR NET
INSURANCE/CONDEMNATION PROCEEDS, AS APPLICABLE, IN ACCORDANCE WITH SECTION
2.13(A) OR (B), AS APPLICABLE, TO REPAY THE OUTSTANDING PRINCIPAL BALANCE OF THE
LOANS, UNTIL SUCH LOANS SHALL HAVE BEEN PREPAID IN FULL.
ALL REPAYMENTS OF THE
LOANS MADE PURSUANT TO THIS CLAUSE (A) SHALL BE APPLIED FIRST, IN DIRECT ORDER
OF MATURITIES, TO ANY INSTALLMENT THAT IS DUE WITHIN THE NEXT FOUR FISCAL
QUARTERS AFTER THE DATE OF SUCH PREPAYMENT AND SECOND, ON A PRO RATA BASIS TO
THE OTHER INSTALLMENTS THEN REMAINING.
NOTWITHSTANDING ANYTHING IN THIS CLAUSE
(A) TO THE CONTRARY, IF THE BORROWER SHALL HAVE DELIVERED A REINVESTMENT NOTICE
WITH RESPECT TO ANY OF THE EVENTS WHICH WOULD OTHERWISE GIVE RISE TO A MANDATORY
PREPAYMENT OF THE LOANS PURSUANT TO CLAUSE (A) OR (B) OF SECTION 2.13 (EACH, A
"REINVESTMENT EVENT"), THE BORROWER SHALL BE REQUIRED TO MAKE A PREPAYMENT OF
THE LOANS IN AN AMOUNT EQUAL TO THE AMOUNT THAT WOULD BE REQUIRED TO SO PREPAY
THE LOANS LESS ANY AMOUNTS REINVESTED AS PROVIDED IN SUCH CLAUSE (A) OR (B), AS
APPLICABLE, ON THE EXPIRATION OF THE REINVESTMENT PERIOD DESCRIBED IN SUCH
CLAUSE (A) OR (B), AS APPLICABLE
(B)
APPLICATION OF PREPAYMENTS OF LOANS TO BASE
RATE LOANS AND EURODOLLAR RATE LOANS.
ANY PREPAYMENT OF LOANS SHALL BE APPLIED
FIRST TO BASE RATE LOANS TO THE FULL EXTENT THEREOF BEFORE APPLICATION TO
EURODOLLAR RATE LOANS, IN EACH CASE IN A MANNER WHICH MINIMIZES THE AMOUNT OF
ANY PAYMENTS REQUIRED TO BE MADE BY THE BORROWER PURSUANT TO SECTION 2.17(D).
2.15
GENERAL PROVISIONS REGARDING PAYMENTS.
(A)
ALL PAYMENTS BY THE BORROWER OF PRINCIPAL,
INTEREST, FEES AND OTHER OBLIGATIONS SHALL BE MADE IN DOLLARS IN SAME DAY FUNDS,
WITHOUT DEFENSE, SETOFF OR COUNTERCLAIM, FREE OF ANY RESTRICTION OR CONDITION,
AND DELIVERED TO THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (NEW YORK
CITY TIME) ON THE DATE DUE AT THE PRINCIPAL OFFICE DESIGNATED BY THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF LENDERS; FOR PURPOSES OF COMPUTING
INTEREST AND FEES, FUNDS RECEIVED BY THE ADMINISTRATIVE AGENT AFTER THAT TIME ON
SUCH DUE DATE SHALL BE DEEMED TO HAVE BEEN PAID BY THE BORROWER ON THE NEXT
SUCCEEDING BUSINESS DAY.
(B)
ALL PAYMENTS IN RESPECT OF THE PRINCIPAL
AMOUNT OF ANY LOAN SHALL BE ACCOMPANIED BY PAYMENT OF ACCRUED INTEREST ON THE
PRINCIPAL AMOUNT BEING REPAID OR PREPAID.
(C)
THE ADMINISTRATIVE AGENT (OR ITS AGENT OR
SUB-AGENT APPOINTED BY IT) SHALL PROMPTLY