AGENT MAY AT ANY TIME AND FROM TIME
TO TIME REQUIRE THAT LOANS TO OR FOR THE ACCOUNT OF ANY BORROWER BE DISBURSED
DIRECTLY TO AN OPERATING ACCOUNT OF SUCH BORROWER.
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(B)
ADMINISTRATIVE BORROWER HEREBY ACCEPTS THE APPOINTMENT BY
BORROWERS TO ACT AS THE AGENT AND ATTORNEY-IN-FACT OF BORROWERS PURSUANT TO THIS
SECTION 6.8. ADMINISTRATIVE BORROWER SHALL ENSURE THAT THE DISBURSEMENT OF ANY
LOANS TO EACH BORROWER REQUESTED BY OR PAID TO OR FOR THE ACCOUNT OF PARENT, OR
THE ISSUANCE OF ANY LETTER OF CREDIT FOR A BORROWER HEREUNDER, SHALL BE PAID TO
OR FOR THE ACCOUNT OF SUCH BORROWER.
(C)
EACH BORROWER AND OTHER GUARANTOR HEREBY IRREVOCABLY
APPOINTS AND CONSTITUTES ADMINISTRATIVE BORROWER AS ITS AGENT TO RECEIVE
STATEMENTS ON ACCOUNT AND ALL OTHER NOTICES FROM AGENT AND LENDERS WITH RESPECT
TO THE OBLIGATIONS OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER FINANCING AGREEMENTS.
(D)
ANY NOTICE, ELECTION, REPRESENTATION, WARRANTY, AGREEMENT
OR UNDERTAKING BY OR ON BEHALF OF ANY OTHER BORROWER OR ANY GUARANTOR BY
ADMINISTRATIVE BORROWER SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE BY
SUCH BORROWER OR GUARANTOR, AS THE CASE MAY BE, AND SHALL BE BINDING UPON AND
ENFORCEABLE AGAINST SUCH BORROWER OR GUARANTOR TO THE SAME EXTENT AS IF MADE
DIRECTLY BY SUCH BORROWER OR GUARANTOR.
(E)
NO PURPORTED TERMINATION OF THE APPOINTMENT OF
ADMINISTRATIVE BORROWER AS AGENT AS AFORESAID SHALL BE EFFECTIVE, EXCEPT AFTER
TEN (10) DAYS' PRIOR WRITTEN NOTICE TO AGENT.
6.9
PRO RATA TREATMENT.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS
AGREEMENT OR AS OTHERWISE AGREED BY LENDERS:
(A) THE MAKING AND CONVERSION OF
LOANS SHALL BE MADE AMONG THE LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES
AS TO THE LOANS AND (B) EACH PAYMENT ON ACCOUNT OF ANY OBLIGATIONS TO OR FOR THE
ACCOUNT OF ONE OR MORE OF LENDERS IN RESPECT OF ANY OBLIGATIONS DUE ON A
PARTICULAR DAY SHALL BE ALLOCATED AMONG THE LENDERS ENTITLED TO SUCH PAYMENTS
BASED ON THEIR RESPECTIVE PRO RATA SHARES AND SHALL BE DISTRIBUTED ACCORDINGLY.
6.10
SHARING OF PAYMENTS, ETC.
(A)
EACH BORROWER AND GUARANTOR AGREES THAT, IN ADDITION TO
(AND WITHOUT LIMITATION OF) ANY RIGHT OF SETOFF, BANKER'S LIEN OR COUNTERCLAIM
AGENT OR ANY LENDER MAY OTHERWISE HAVE, EACH LENDER SHALL BE ENTITLED, AT ITS
OPTION (BUT SUBJECT, AS AMONG AGENT AND LENDERS, TO THE PROVISIONS OF SECTION
12.3(B) HEREOF), TO OFFSET BALANCES HELD BY IT FOR THE ACCOUNT OF SUCH BORROWER
OR GUARANTOR AT ANY OF ITS OFFICES, IN DOLLARS OR IN ANY OTHER CURRENCY, AGAINST
ANY PRINCIPAL OF OR INTEREST ON ANY LOANS OWED TO SUCH LENDER OR ANY OTHER
AMOUNT PAYABLE TO SUCH LENDER HEREUNDER, THAT IS NOT PAID WHEN DUE (REGARDLESS
OF WHETHER SUCH BALANCES ARE THEN DUE TO SUCH BORROWER OR GUARANTOR), IN WHICH
CASE IT SHALL PROMPTLY NOTIFY ADMINISTRATIVE BORROWER AND AGENT THEREOF;
PROVIDED, THAT, SUCH LENDER'S FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY THEREOF.
(B)
IF ANY LENDER (INCLUDING AGENT) SHALL OBTAIN FROM