THE INTEREST RATE FOR PRIME RATE LOANS (ON A PER ANNUM
BASIS) MULTIPLIED BY THE AMOUNT OF THE FUNDS RECEIVED IN THE CONCENTRATION
ACCOUNTS FOR SUCH DAY AS CALCULATED BY LENDER IN ACCORDANCE WITH ITS CUSTOMARY
PRACTICE.
(F)
EACH BORROWER AND GUARANTOR AND THEIR RESPECTIVE EMPLOYEES,
AGENTS AND SUBSIDIARIES SHALL, ACTING AS TRUSTEE FOR LENDER, RECEIVE, AS THE
PROPERTY OF LENDER, ANY MONIES, CHECKS, NOTES, DRAFTS OR ANY OTHER PAYMENT
RELATING TO AND/OR PROCEEDS OF ACCOUNTS OR OTHER COLLATERAL WHICH COME INTO
THEIR POSSESSION OR UNDER THEIR CONTROL AND IMMEDIATELY UPON RECEIPT THEREOF,
SHALL DEPOSIT OR CAUSE THE SAME TO BE DEPOSITED IN THE CONCENTRATION ACCOUNTS,
OR REMIT THE SAME OR CAUSE THE SAME TO BE REMITTED, IN KIND, TO LENDER.
IN NO
EVENT SHALL THE SAME BE COMMINGLED WITH ANY BORROWER'S OR GUARANTOR'S OWN
FUNDS.
BORROWERS AGREE TO REIMBURSE LENDER ON DEMAND FOR ANY AMOUNTS OWED OR
PAID TO ANY BANK OR OTHER FINANCIAL INSTITUTION AT WHICH A CONCENTRATION ACCOUNT
OR ANY OTHER DEPOSIT ACCOUNT OR INVESTMENT ACCOUNT IS ESTABLISHED OR ANY OTHER
BANK, FINANCIAL INSTITUTION OR OTHER PERSON INVOLVED IN THE TRANSFER OF FUNDS TO
OR FROM THE CONCENTRATION ACCOUNTS ARISING OUT OF LENDER'S PAYMENTS TO OR
INDEMNIFICATION OF SUCH BANK, FINANCIAL INSTITUTION OR OTHER PERSON.
THE
OBLIGATIONS OF BORROWERS TO REIMBURSE LENDER FOR SUCH AMOUNTS PURSUANT TO THIS
SECTION 6.3 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6.4
Payments.
(A)
ALL OBLIGATIONS SHALL BE PAYABLE TO THE LENDER PAYMENT ACCOUNT AS
PROVIDED IN SECTION 6.3 OR SUCH OTHER PLACE AS LENDER MAY DESIGNATE FROM TIME TO
TIME.
SUBJECT TO THE OTHER TERMS AND CONDITIONS CONTAINED HEREIN, LENDER SHALL
APPLY PAYMENTS RECEIVED OR
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COLLECTED FROM ANY BORROWER OR GUARANTOR OR FOR THE ACCOUNT OF ANY BORROWER OR
GUARANTOR (INCLUDING THE MONETARY PROCEEDS OF COLLECTIONS OR OF REALIZATION UPON
ANY COLLATERAL) AS FOLLOWS: FIRST, TO PAY ANY FEES, INDEMNITIES OR EXPENSE
REIMBURSEMENTS THEN DUE TO LENDER FROM ANY BORROWER OR GUARANTOR; SECOND, TO PAY
INTEREST DUE IN RESPECT OF ANY LOANS OR LETTER OF CREDIT OBLIGATIONS; THIRD, TO
PAY PRINCIPAL DUE IN RESPECT OF THE LOANS AND TO PAY OBLIGATIONS THEN DUE
ARISING UNDER OR PURSUANT TO ANY HEDGE AGREEMENTS OF ANY BORROWER OR GUARANTOR
WITH LENDER OR ANY AFFILIATE OF LENDER (UP TO THE AMOUNT OF ANY THEN EFFECTIVE
RESERVE ESTABLISHED IN RESPECT OF SUCH OBLIGATIONS), ON A PRO RATA BASIS;
FOURTH, TO PAY OR PREPAY ANY OTHER OBLIGATIONS WHETHER OR NOT THEN DUE, IN SUCH
ORDER AND MANNER AS LENDER DETERMINES AND AT ANY TIME AN EVENT OF DEFAULT EXISTS
OR HAS OCCURRED AND IS CONTINUING, TO PROVIDE CASH COLLATERAL FOR ANY LETTER OF
CREDIT OBLIGATIONS OR OTHER CONTINGENT OBLIGATIONS (BUT NOT INCLUDING FOR THIS
PURPOSE ANY OBLIGATIONS ARISING UNDER OR PURSUANT TO ANY BANK PRODUCTS); AND
FIFTH, TO PAY OR PREPAY ANY OBLIGATIONS ARISING UNDER OR PURSUANT TO ANY BANK
PRODUCTS (OTHER THAN TO THE EXTENT PROVIDED FOR ABOVE) ON A PRO RATA BASIS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, (I)