ACQUISITIONS) WITHIN ONE HUNDRED AND EIGHTY DAYS OF RECEIPT OF SUCH NET
INSURANCE/CONDEMNATION PROCEEDS.
(C)
MAXIMUM CREDIT.
IF AT ANY TIME, THE
AGGREGATE PRINCIPAL AMOUNT OF REVOLVING CREDIT OUTSTANDINGS EXCEEDS THE
AGGREGATE MAXIMUM CREDIT AT SUCH TIME, THE BORROWER SHALL FORTHWITH PREPAY THE
PROTECTIVE ADVANCES FIRST, THE SWING LINE LOANS SECOND AND THEN THE REVOLVING
LOANS THEN OUTSTANDING IN AN AMOUNT EQUAL TO SUCH EXCESS.
IF ANY SUCH EXCESS
REMAINS AFTER REPAYMENT IN FULL OF THE AGGREGATE OUTSTANDING PROTECTIVE
ADVANCES, SWING LINE LOANS AND REVOLVING LOANS, THE BORROWER SHALL CASH
COLLATERALIZE LETTERS OF CREDIT IN THE MANNER SET FORTH IN SECTION 8.2 IN AN
AMOUNT EQUAL TO 105% OF SUCH EXCESS.
(D)
CASH DOMINION DURING A LIQUIDITY EVENT
PERIOD.
THE BORROWER HEREBY IRREVOCABLY WAIVES THE RIGHT TO DIRECT, DURING A
LIQUIDITY EVENT PERIOD, THE APPLICATION OF ALL FUNDS IN EACH CASH COLLATERAL
ACCOUNT AND AGREES THAT THE ADMINISTRATIVE AGENT MAY OR, UPON THE WRITTEN
DIRECTION OF THE REQUISITE LENDERS GIVEN AT ANY TIME DURING SUCH LIQUIDITY EVENT
PERIOD, SHALL (I) DELIVER A BLOCKAGE NOTICE TO EACH DEPOSIT ACCOUNT BANK FOR
EACH APPROVED DEPOSIT ACCOUNT AND REQUIRE ALL AMOUNTS ON DEPOSIT IN EACH
APPROVED DEPOSIT ACCOUNT BE TRANSFERRED TO THE CONCENTRATION ACCOUNT AT THE END
OF EACH BUSINESS DAY AND (II) EXCEPT, AS PROVIDED IN SECTION 2.15(H) AND (I),
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF A LIQUIDITY EVENT PERIOD,
APPLY ALL PAYMENTS IN RESPECT OF ANY OBLIGATIONS AND ALL AVAILABLE FUNDS IN THE
CONCENTRATION ACCOUNT AND EACH CASH COLLATERAL ACCOUNT ON A DAILY BASIS AS
FOLLOWS:
FIRST, TO REPAY THE OUTSTANDING PRINCIPAL AMOUNT OF THE SWING LINE
LOANS AND PROTECTIVE ADVANCES UNTIL SUCH SWING LINE LOANS AND PROTECTIVE
ADVANCES HAVE BEEN REPAID IN FULL; SECOND, TO REPAY THE OUTSTANDING PRINCIPAL
BALANCE OF THE REVOLVING LOANS UNTIL SUCH REVOLVING LOANS SHALL HAVE BEEN REPAID
IN FULL; AND THEN TO ANY OTHER OBLIGATION THEN DUE AND PAYABLE.
THE
ADMINISTRATIVE AGENT AGREES SO TO APPLY SUCH FUNDS AND THE BORROWER CONSENTS TO
SUCH APPLICATION.
IF (I) FOLLOWING SUCH APPLICATION OR (II) AFTER ALL LETTERS
OF CREDIT SHALL HAVE EXPIRED OR BE FULLY DRAWN AND ALL REVOLVING COMMITMENTS
SHALL HAVE BEEN TERMINATED, THERE ARE NO LOANS OUTSTANDING AND NO OTHER
OBLIGATIONS THAT ARE THEN DUE AND PAYABLE (AND, DURING A LIQUIDITY EVENT PERIOD,
CASH COLLATERAL HAS BEEN PROVIDED IN AN AMOUNT EQUAL TO 105% OF THE LETTER OF
CREDIT OBLIGATIONS IN THE MANNER REQUIRED IN SECTION 8.2 (ACTIONS IN RESPECT OF
LETTERS OF CREDIT)), THEN THE ADMINISTRATIVE AGENT SHALL CAUSE ANY REMAINING
FUNDS IN THE CASH COLLATERAL ACCOUNTS TO BE PAID AT THE WRITTEN DIRECTION OF THE
BORROWER (OR, IN THE ABSENCE OF SUCH DIRECTION, TO THE BORROWER OR ANOTHER
PERSON LAWFULLY ENTITLED THERETO).
(E)
PREPAYMENT CERTIFICATE.
CONCURRENTLY WITH
ANY PREPAYMENT OF THE LOANS PURSUANT TO SECTIONS 2.13(A) OR (B), THE BORROWER
SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF AN AUTHORIZED OFFICER
DEMONSTRATING THE CALCULATION OF THE AMOUNT OF THE APPLICABLE NET PROCEEDS, AS
THE CASE MAY BE.
IN THE EVENT