DISTRIBUTE TO EACH LENDER AT SUCH
ADDRESS AS SUCH LENDER SHALL INDICATE IN WRITING, SUCH LENDER'S APPLICABLE PRO
RATA SHARE OF ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL AND INTEREST DUE
HEREUNDER, TOGETHER WITH ALL OTHER AMOUNTS DUE THERETO, INCLUDING, WITHOUT
LIMITATION, ALL FEES PAYABLE WITH RESPECT THERETO, TO THE EXTENT RECEIVED BY THE
ADMINISTRATIVE AGENT.
(D)
NOTWITHSTANDING THE FOREGOING PROVISIONS
HEREOF, IF ANY CONVERSION/CONTINUATION NOTICE IS WITHDRAWN AS TO ANY AFFECTED
LENDER OR IF ANY AFFECTED LENDER MAKES BASE RATE LOANS IN LIEU OF ITS PRO RATA
SHARE OF ANY EURODOLLAR RATE LOANS, THE ADMINISTRATIVE AGENT SHALL GIVE EFFECT
THERETO IN APPORTIONING PAYMENTS RECEIVED THEREAFTER.
44
(E)
SUBJECT TO THE PROVISIONS SET FORTH IN THE
DEFINITION OF "INTEREST PERIOD" AS THEY APPLY TO LOANS, WHENEVER ANY PAYMENT TO
BE MADE HEREUNDER WITH RESPECT TO ANY LOAN SHALL BE STATED TO BE DUE ON A DAY
THAT IS NOT A BUSINESS DAY, SUCH PAYMENT SHALL BE MADE ON THE NEXT SUCCEEDING
BUSINESS DAY.
(F)
[RESERVED].
(G)
THE ADMINISTRATIVE AGENT SHALL DEEM ANY
PAYMENT BY OR ON BEHALF OF THE BORROWER HEREUNDER THAT IS NOT MADE IN SAME DAY
FUNDS PRIOR TO 12:00 P.M. (NEW YORK CITY TIME) TO BE A NON-CONFORMING PAYMENT.
ANY SUCH PAYMENT SHALL NOT BE DEEMED TO HAVE BEEN RECEIVED BY THE ADMINISTRATIVE
AGENT UNTIL THE LATER OF (I) THE TIME SUCH FUNDS BECOME AVAILABLE FUNDS, AND
(II) THE APPLICABLE NEXT BUSINESS DAY.
THE ADMINISTRATIVE AGENT SHALL GIVE
PROMPT TELEPHONIC NOTICE TO THE BORROWER AND EACH APPLICABLE LENDER (CONFIRMED
IN WRITING) IF ANY PAYMENT IS NON-CONFORMING.
ANY NON-CONFORMING PAYMENT MAY
CONSTITUTE OR BECOME A DEFAULT OR EVENT OF DEFAULT IN ACCORDANCE WITH THE TERMS
OF SECTION 8.1(A).
INTEREST SHALL CONTINUE TO ACCRUE ON ANY PRINCIPAL AS TO
WHICH A NON-CONFORMING PAYMENT IS MADE UNTIL SUCH FUNDS BECOME AVAILABLE FUNDS
(BUT IN NO EVENT LESS THAN THE PERIOD FROM THE DATE OF SUCH PAYMENT TO THE NEXT
SUCCEEDING APPLICABLE BUSINESS DAY) AT THE RATE DETERMINED PURSUANT TO SECTION
2.9 FROM THE DATE SUCH AMOUNT WAS DUE AND PAYABLE UNTIL THE DATE SUCH AMOUNT IS
PAID IN FULL.
(H)
[RESERVED].
(I)
THE BORROWER HEREBY IRREVOCABLY WAIVES
THE RIGHT TO DIRECT THE APPLICATION OF ANY AND ALL PAYMENTS IN RESPECT OF THE
OBLIGATIONS AND ANY PROCEEDS OF COLLATERAL AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT AND AGREES THAT, SUBJECT TO THE INTERCREDITOR
AGREEMENT, NOTWITHSTANDING THE PROVISIONS OF SECTION 2.14(A) AND CLAUSE (G)
ABOVE, IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND NOT OTHERWISE BEEN WAIVED,
THE ADMINISTRATIVE AGENT MAY, AND, UPON EITHER (A) THE WRITTEN DIRECTION OF THE
REQUISITE LENDERS OR (B) THE ACCELERATION OF THE OBLIGATIONS PURSUANT TO SECTION
8.1, SHALL, DELIVER A BLOCKAGE NOTICE TO EACH DEPOSIT ACCOUNT BANK FOR EACH
APPROVED DEPOSIT ACCOUNT AND APPLY ALL PAYMENTS IN RESPECT OF ANY OBLIGATIONS
AND ALL FUNDS ON DEPOSIT IN ANY CASH COLLATERAL ACCOUNT AND ALL OTHER PROCEEDS
OF COLLATERAL IN THE FOLLOWING ORDER:
(I)
FIRST, TO PAY ANY SECURED PARTY EXPENSES
THEN