LETTER OF CREDIT LIABILITY PURSUANT TO
SUBSECTION 1.16).
ALL REPAYMENTS MADE PURSUANT TO SUBSECTIONS 1.6 AND 1.7 SHALL
FIRST BE APPLIED TO A BASE RATE LOAN OR SUCH OF THE LIBOR LOANS AS BORROWER
SHALL DIRECT IN WRITING AND, IN THE ABSENCE OF SUCH DIRECTION, SHALL FIRST BE
APPLIED TO A BASE RATE LOAN AND THEN TO SUCH LIBOR LOANS AS ADMINISTRATIVE AGENT
SHALL SELECT.
ALL PREPAYMENTS AND REPAYMENTS REQUIRED OR PERMITTED HEREUNDER
SHALL BE ACCOMPANIED BY PAYMENT OF ALL APPLICABLE BREAKAGE FEES AND ACCRUED
INTEREST ON THE AMOUNT PREPAID OR REPAID.
ALL PREPAYMENTS AND REPAYMENTS
APPLIED TO THE TERM LOAN A, THE TERM LOAN B OR ANY INCREMENTAL TERM LOAN SHALL
BE APPLIED TO PRINCIPAL INSTALLMENTS IN THE INVERSE ORDER OF MATURITY; PROVIDED
THAT BORROWER MAY DIRECT IN WRITING THAT ANY PREPAYMENT MADE PURSUANT TO
SUBSECTION 1.7(A) TO THE TERM LOAN FACILITIES BE APPLIED PRO RATA FIRST, TO UP
TO THE NEXT TWO (2) SCHEDULED PRINCIPAL PAYMENTS ON EACH OF THE TERM LOAN
FACILITIES AND SECOND, PRO RATA ACROSS THE REMAINING SCHEDULED PRINCIPAL
PAYMENTS OF THE TERM LOAN FACILITIES.
1.9
LOAN ACCOUNTS.
ADMINISTRATIVE AGENT WILL
MAINTAIN LOAN ACCOUNT RECORDS FOR (A) ALL LOANS, INTEREST CHARGES AND PAYMENTS
THEREOF, (B)
ALL LETTER OF CREDIT LIABILITY, (C) THE CHARGING AND PAYMENT OF
ALL FEES, COSTS AND EXPENSES AND (D) ALL OTHER DEBITS AND CREDITS PURSUANT TO
THIS AGREEMENT.
THE BALANCE IN THE LOAN ACCOUNTS SHALL BE PRESUMPTIVE EVIDENCE
OF THE AMOUNTS DUE AND OWING TO LENDERS, ABSENT MANIFEST ERROR, PROVIDED THAT
ANY FAILURE BY ADMINISTRATIVE AGENT TO MAINTAIN SUCH RECORDS SHALL NOT LIMIT OR
AFFECT BORROWER'S OBLIGATION TO PAY.
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER IRREVOCABLY WAIVES THE RIGHT TO
DIRECT THE APPLICATION OF ANY AND ALL PAYMENTS AND BORROWER HEREBY IRREVOCABLY
AGREES THAT ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE CONTINUING
EXCLUSIVE RIGHT TO APPLY AND REAPPLY PAYMENTS TO ANY OF THE OBLIGATIONS IN ANY
MANNER IT OR THEY DEEM APPROPRIATE.
1.10
CHANGES IN LIBOR RATE AVAILABILITY.
(A)
IF WITH RESPECT TO ANY PROPOSED LIBOR INTEREST
PERIOD, ADMINISTRATIVE AGENT OR ANY LENDER (AFTER CONSULTATION WITH
ADMINISTRATIVE AGENT) DETERMINES THAT DEPOSITS IN DOLLARS (IN THE APPLICABLE
AMOUNT) ARE NOT BEING OFFERED IN THE RELEVANT MARKET FOR SUCH LIBOR INTEREST
PERIOD, OR LENDERS HAVING A PRO RATA SHARE OF 50% OR MORE UNDER A FACILITY
DETERMINE (AND NOTIFY ADMINISTRATIVE AGENT) THAT THE LIBOR RATE APPLICABLE
PURSUANT TO SUBSECTION
18
1.2(A)(II) FOR ANY REQUESTED LIBOR INTEREST PERIOD WITH RESPECT TO A PROPOSED
LIBOR LOAN UNDER SUCH FACILITY DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST
TO SUCH LENDERS OF FUNDING SUCH LOAN, ADMINISTRATIVE AGENT SHALL FORTHWITH GIVE
NOTICE THEREOF TO BORROWER AND LENDERS, WHEREUPON AND UNTIL SUCH AFFECTED LENDER
OR LENDERS NOTIFIES ADMINISTRATIVE AGENT, AND ADMINISTRATIVE AGENT NOTIFIES
BORROWER AND THE OTHER LENDERS THAT THE CIRCUMSTANCES GIVING RISE TO SUCH
SITUATION NO LONGER EXIST, THE OBLIGATIONS OF ANY AFFECTED LENDER TO MAKE ITS
PORTION OF SUCH TYPE OF LIBOR LOAN SHALL BE SUSPENDED AND