ORIGINAL TERM LENDERS, THE
APPLICABLE PREPAYMENT PREMIUM WITH RESPECT TO SUCH PRINCIPAL BALANCE AT SUCH
TIME.
(D)
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, LENDERS AND
ADMINISTRATIVE AGENT, OR ANY OF THEM, WITHOUT NOTICE TO (EXCEPT AS EXPRESSLY
PROVIDED FOR IN ANY LOAN DOCUMENT) OR DEMAND UPON BORROWER, WHICH ARE EXPRESSLY
WAIVED BY BORROWER (EXCEPT AS TO NOTICES EXPRESSLY PROVIDED FOR IN ANY LOAN
DOCUMENT), MAY PROCEED TO (BUT ONLY WITH THE CONSENT OF REQUISITE LENDERS)
PROTECT, EXERCISE AND ENFORCE THEIR RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS
AGAINST BORROWER AND SUCH OTHER RIGHTS AND REMEDIES AS ARE PROVIDED BY LAW OR
EQUITY (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF THE APPLICABLE UNIFORM
COMMERCIAL CODE).
(E)
EXCEPT AS PERMITTED BY SECTION 10.5, NO LENDER MAY EXERCISE ANY
RIGHTS OR REMEDIES WITH RESPECT TO THE OBLIGATIONS WITHOUT THE CONSENT OF
REQUISITE LENDERS IN THEIR SOLE AND ABSOLUTE DISCRETION.
SUBJECT TO THE
INTERCREDITOR AGREEMENT, THE ORDER AND MANNER IN WHICH ADMINISTRATIVE AGENT'S
AND LENDERS' RIGHTS AND REMEDIES ARE TO BE EXERCISED SHALL BE DETERMINED BY
REQUISITE LENDERS IN THEIR SOLE AND ABSOLUTE DISCRETION.
SUBJECT TO THE
INTERCREDITOR AGREEMENT, REGARDLESS OF HOW A LENDER MAY TREAT PAYMENTS FOR THE
PURPOSE OF ITS OWN ACCOUNTING, FOR THE PURPOSE OF COMPUTING THE OBLIGATIONS
HEREUNDER, PAYMENTS SHALL BE APPLIED
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FIRST, TO COSTS AND EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED BY
ADMINISTRATIVE AGENT AND EACH LENDER, SECOND, TO THE PAYMENT OF ACCRUED AND
UNPAID INTEREST ON THE LOANS TO AND INCLUDING THE DATE OF SUCH APPLICATION,
THIRD, TO THE PAYMENT OF THE MAKE-WHOLE AMOUNT, IF ANY, ON ANY LOAN, FOURTH, TO
THE PAYMENT OF THE UNPAID PRINCIPAL OF THE LOANS, AND FIFTH, TO THE PAYMENT OF
ALL OTHER AMOUNTS (INCLUDING FEES) THEN OWING TO ADMINISTRATIVE AGENT AND
LENDERS UNDER THE LOAN DOCUMENTS, IN EACH CASE (OTHER THAN WITH RESPECT TO THE
MAKE-WHOLE AMOUNT AND ANY APPLICABLE FEES THAT ARE NOT SHARED RATABLY, WHICH
AMOUNTS SHALL BE PAID AS OTHERWISE DIRECTED HEREIN) PAID PRO RATA TO EACH LENDER
IN THE SAME PROPORTIONS THAT THE AGGREGATE OBLIGATIONS OWED TO EACH LENDER UNDER
THE LOAN DOCUMENTS BEAR TO THE AGGREGATE OBLIGATIONS OWED UNDER THE LOAN
DOCUMENTS TO ALL LENDERS, WITHOUT PRIORITY OR PREFERENCE AMONG LENDERS.
EACH
CREDIT PARTY ACKNOWLEDGES THE RELATIVE RIGHTS, PRIORITIES AND AGREEMENTS, AS SET
FORTH IN THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, INCLUDING AS SET FORTH
IN THIS SECTION 8.2(E).
NO APPLICATION OF PAYMENTS WILL CURE ANY EVENT OF
DEFAULT, OR PREVENT ACCELERATION, OR CONTINUED ACCELERATION, OF AMOUNTS PAYABLE
UNDER THE LOAN DOCUMENTS, OR PREVENT THE EXERCISE, OR CONTINUED EXERCISE, OF
RIGHTS OR REMEDIES OF ADMINISTRATIVE AGENT AND LENDERS HEREUNDER OR THEREUNDER
OR AT LAW OR IN EQUITY.
SECTION IX.
ADMINISTRATIVE AGENT
9.1
APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.
(a)
Each Lender hereby irrevocably (subject to Section 9.9) appoints,
designates and authorizes Administrative Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly delegated to