TIME TO TIME TO BASE RATE LOANS.
THE PROVISIONS OF
THIS SECTION 2.3 ARE FOR THE EXCLUSIVE BENEFIT OF THE AGENT AND THE LENDERS AND
ARE NOT INTENDED TO BENEFIT ANY BORROWER IN ANY WAY.
(C)
LENDERS' FAILURE TO PERFORM.
THE TERM LOAN B SHALL BE MADE BY THE
LENDERS CONTEMPORANEOUSLY AND IN ACCORDANCE WITH THEIR PRO RATA SHARES.
IT IS
UNDERSTOOD THAT (I) NO LENDER SHALL BE RESPONSIBLE FOR ANY FAILURE BY ANY OTHER
LENDER TO PERFORM ITS OBLIGATION TO MAKE THE TERM LOAN B (OR OTHER EXTENSION OF
CREDIT) HEREUNDER, NOR SHALL ANY COMMITMENT OF ANY LENDER BE INCREASED OR
DECREASED AS A RESULT OF ANY FAILURE BY ANY OTHER LENDER TO PERFORM ITS
OBLIGATIONS HEREUNDER, AND (II) NO FAILURE BY ANY LENDER TO PERFORM ITS
OBLIGATIONS HEREUNDER SHALL EXCUSE ANY OTHER LENDER FROM ITS OBLIGATIONS
HEREUNDER.
2.4.
PAYMENTS.
(A)
PAYMENTS BY BORROWERS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL PAYMENTS BY BORROWERS SHALL BE MADE TO THE AGENT'S ACCOUNT FOR THE
ACCOUNT OF THE LENDER GROUP AND SHALL BE MADE IN IMMEDIATELY AVAILABLE FUNDS, NO
LATER THAN 2:00 P.M. (NEW YORK TIME) ON THE DATE SPECIFIED HEREIN.
ANY PAYMENT
RECEIVED BY THE AGENT LATER THAN 2:00 P.M. (NEW YORK TIME) SHALL BE DEEMED TO
HAVE BEEN RECEIVED ON THE FOLLOWING BUSINESS DAY AND ANY APPLICABLE INTEREST OR
FEE SHALL CONTINUE TO ACCRUE UNTIL SUCH FOLLOWING BUSINESS DAY.
IF ANY PAYMENT
HEREUNDER BECOMES DUE AND PAYABLE ON A DAY OTHER THAN A BUSINESS DAY, EXCEPT TO
THE EXTENT THE AMOUNT THEREOF IS CHARGED TO THE LOAN ACCOUNT PURSUANT TO THE
TERMS OF THIS AGREEMENT ON OR AS OF SUCH DUE DATE, THE DUE DATE OF SUCH PAYMENT
SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY.
(B)
APPORTIONMENT AND APPLICATION.
(I)
EXCEPT AS OTHERWISE PROVIDED IN THE LOAN
DOCUMENTS, AGGREGATE PRINCIPAL AND INTEREST PAYMENTS SHALL BE APPORTIONED
RATABLY AMONG THE LENDERS (ACCORDING TO THE UNPAID PRINCIPAL BALANCE OF THE
OBLIGATIONS TO WHICH SUCH PAYMENTS RELATE HELD BY EACH LENDER) AND PAYMENTS OF
FEES AND EXPENSES (OTHER THAN FEES OR EXPENSES THAT ARE FOR THE AGENT'S SEPARATE
ACCOUNT, AFTER GIVING EFFECT TO ANY AGREEMENTS BETWEEN THE AGENT AND INDIVIDUAL
LENDERS) SHALL BE APPORTIONED RATABLY AMONG THE LENDERS.
EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN PARAGRAPH (B)(III) BELOW OR SECTION 2.4(C) OR (D), ALL
PROCEEDS OF COLLATERAL AND PAYMENTS BY ANY LOAN PARTY RECEIVED BY AGENT SHALL BE
APPLIED, SUBJECT TO THE INTERCREDITOR AGREEMENT, IN THE ORDER OF PAYMENT SET
FORTH BELOW.
5
Except as set forth above and subject to the terms of the Intercreditor
Agreement, all proceeds of Collateral owned by any Loan Party and payments by
any Loan Party shall be applied in the following order of payment:
(1)
first, ratably to pay any Lender Group
Expenses payable by the Loan Parties then due to Agent or any of the Lenders
under the Loan Documents, until paid in full,
(2)
second, ratably to pay any fees or premiums
payable by Loan Parties then due to Agent (for