SECTION 1.2(D) FROM THE DATE OF SUCH EXPENDITURE UNTIL PAID.
NOTWITHSTANDING THE FOREGOING, IT IS EXPRESSLY AGREED THAT AGENT SHALL NOT HAVE
ANY LIABILITY OR RESPONSIBILITY FOR THE PERFORMANCE OF ANY OBLIGATION OF ANY
CREDIT PARTY UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
6.5
APPLICATION OF PROCEEDS.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (A) BORROWER IRREVOCABLY WAIVES
THE RIGHT TO DIRECT THE APPLICATION OF ANY AND ALL PAYMENTS AT ANY
50
TIME OR TIMES THEREAFTER RECEIVED BY AGENT FROM OR ON BEHALF OF BORROWER, AND
AGENT SHALL HAVE THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY AND TO REAPPLY ANY
AND ALL PAYMENTS RECEIVED AT ANY TIME OR TIMES AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT AGAINST THE OBLIGATIONS IN SUCH MANNER AS
AGENT MAY DEEM ADVISABLE NOTWITHSTANDING ANY PREVIOUS APPLICATION BY AGENT AND
(B) IN THE ABSENCE OF A SPECIFIC DETERMINATION BY AGENT WITH RESPECT THERETO,
THE PROCEEDS OF ANY SALE OF, OR OTHER REALIZATION UPON, ALL OR ANY PART OF THE
COLLATERAL SHALL BE APPLIED:
FIRST, TO ALL FEES, COSTS AND EXPENSES INCURRED BY
OR OWING TO AGENT AND ANY LENDER WITH RESPECT TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS OR THE COLLATERAL; SECOND, TO ACCRUED AND UNPAID INTEREST ON THE
OBLIGATIONS (INCLUDING ANY INTEREST WHICH BUT FOR THE PROVISIONS OF THE
BANKRUPTCY CODE, WOULD HAVE ACCRUED ON SUCH AMOUNTS); THIRD, TO THE PRINCIPAL
AMOUNT OF THE OBLIGATIONS OUTSTANDING; AND FOURTH TO ANY OTHER OBLIGATIONS OF
BORROWER OWING TO AGENT OR ANY LENDER UNDER THE LOAN DOCUMENTS.
ANY BALANCE
REMAINING SHALL BE DELIVERED TO BORROWER OR TO WHOMEVER MAY BE LAWFULLY ENTITLED
TO RECEIVE SUCH BALANCE OR AS A COURT OF COMPETENT JURISDICTION MAY DIRECT.
SECTION 7.
CONDITIONS TO LOANS
The obligations of Lenders and L/C Issuers to make Loans and to issue or cause
to be issued Letters of Credit are subject to satisfaction of all of the
applicable conditions set forth below.
7.1
CONDITIONS TO INITIAL LOANS.
THE
OBLIGATIONS OF LENDERS AND L/C ISSUERS TO MAKE THE INITIAL LOANS AND TO ISSUE OR
CAUSE TO BE ISSUED LETTERS OF CREDIT ON THE CLOSING DATE ARE, IN ADDITION TO THE
CONDITIONS PRECEDENT SPECIFIED IN SECTION 7.2, SUBJECT TO THE COMPLETION OF ALL
OF THE FOLLOWING CONDITIONS IN A MANNER, UNLESS SPECIFICALLY SET FORTH
OTHERWISE, REASONABLY SATISFACTORY TO AGENT IN ITS SOLE DISCRETION:
(A)
CLOSING CHECKLIST.
THE CREDIT PARTIES
SHALL HAVE DELIVERED ALL DOCUMENTS AND SHALL HAVE SATISFIED ALL OTHER CONDITIONS
PRECEDENT LISTED ON THE CLOSING CHECKLIST ATTACHED HERETO AS ANNEX C AND ALL
ACTIONS SET FORTH THEREON SHALL HAVE BEEN TAKEN, ALL IN FORM AND SUBSTANCE, OR
IN A MANNER, REASONABLY SATISFACTORY TO AGENT AND LENDERS.
(B)
PAYMENT OF FEES.
BORROWER SHALL HAVE PAID
THE FEES REQUIRED TO BE PAID ON THE CLOSING DATE IN THE RESPECTIVE AMOUNTS
SPECIFIED IN SECTION 1.3 (INCLUDING THE FEES SPECIFIED IN THE GE CAPITAL FEE
LETTER), AND SHALL HAVE REIMBURSED