MANDATORY PREPAYMENT (WHICH SHALL BE
APPLIED IN ACCORDANCE WITH SECTION 2.10) OR (II) AFTER AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND LENDER SO ELECTS SUCH FUNDS SHALL BE APPLIED
RATABLY FIRST, TO PAY ANY FEES, INDEMNITIES, OR EXPENSE REIMBURSEMENTS INCLUDING
AMOUNTS THEN DUE TO LENDER FROM BORROWER, SECOND, TO PAY INTEREST DUE IN RESPECT
OF THE PROTECTIVE ADVANCES, THIRD, TO PAY THE PRINCIPAL OF THE PROTECTIVE
ADVANCES, FOURTH, TO PAY INTEREST THEN DUE AND PAYABLE ON THE LOANS (OTHER THAN
THE PROTECTIVE ADVANCES), FIFTH, TO PREPAY PRINCIPAL ON THE LOANS (OTHER THAN
THE PROTECTIVE ADVANCES) AND UNREIMBURSED LC DISBURSEMENTS, SIXTH, TO PAY AN
AMOUNT TO LENDER EQUAL TO ONE HUNDRED FIVE PERCENT (105%) OF THE AGGREGATE
UNDRAWN FACE AMOUNT OF ALL OUTSTANDING LETTERS OF CREDIT AND THE AGGREGATE
AMOUNT OF ANY UNPAID LC DISBURSEMENTS, TO BE HELD AS CASH COLLATERAL FOR SUCH
OBLIGATIONS, SEVENTH, TO PAYMENT OF ANY AMOUNTS OWING WITH RESPECT TO BANKING
SERVICES AND SWAP OBLIGATIONS, AND EIGHTH, TO THE PAYMENT OF ANY OTHER SECURED
OBLIGATION DUE TO LENDER BY BORROWER, AND NINTH, TO BORROWER OR SUCH OTHER PARTY
AS MAY BE LEGALLY ENTITLED THERETO. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, UNLESS SO DIRECTED BY BORROWER, OR UNLESS A DEFAULT
IS IN EXISTENCE, LENDER SHALL NOT APPLY ANY PAYMENT WHICH IT RECEIVES TO ANY
EURODOLLAR LOAN, EXCEPT (A) ON THE EXPIRATION DATE OF THE INTEREST PERIOD
APPLICABLE TO ANY SUCH EURODOLLAR LOAN OR (B) IN THE EVENT, AND ONLY TO THE
EXTENT, THAT THERE ARE NO OUTSTANDING CB FLOATING RATE LOANS AND, IN ANY SUCH
EVENT, BORROWER SHALL PAY THE BREAK FUNDING PAYMENT REQUIRED IN ACCORDANCE WITH
SECTION 2.15. LENDER SHALL HAVE THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY AND
REVERSE AND REAPPLY ANY AND ALL SUCH PROCEEDS AND PAYMENTS TO ANY PORTION OF THE
SECURED OBLIGATIONS.
(C)
AT THE ELECTION OF LENDER, ALL PAYMENTS OF
PRINCIPAL, INTEREST, LC DISBURSEMENTS, FEES, PREMIUMS, REIMBURSABLE EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL REIMBURSEMENT FOR FEES AND EXPENSES PURSUANT
TO SECTION 8.03), AND OTHER SUMS PAYABLE UNDER
34
THE LOAN DOCUMENTS, MAY BE PAID FROM THE PROCEEDS OF BORROWINGS MADE HEREUNDER
WHETHER MADE FOLLOWING A REQUEST BY BORROWER PURSUANT TO SECTION 2.03 OR A
DEEMED REQUEST AS PROVIDED IN THIS SECTION OR, UPON THE OCCURRENCE AND
CONTINUANCE OF AN EVENT OF DEFAULT, MAY BE DEDUCTED FROM ANY DEPOSIT ACCOUNT OF
BORROWER MAINTAINED WITH LENDER.
BORROWER HEREBY IRREVOCABLY AUTHORIZES
(I) LENDER TO MAKE A BORROWING FOR THE PURPOSE OF PAYING EACH PAYMENT OF
PRINCIPAL, INTEREST AND FEES AS IT BECOMES DUE HEREUNDER OR ANY OTHER AMOUNT DUE
UNDER THE LOAN DOCUMENTS AND AGREES THAT ALL SUCH AMOUNTS CHARGED SHALL
CONSTITUTE LOANS (BUT SUCH A BORROWING MAY ONLY CONSTITUTE A PROTECTIVE ADVANCE
IF IT IS TO REIMBURSE COSTS, FEES AND EXPENSES AS DESCRIBED IN AND IN ACCORDANCE
WITH SECTION 8.03) AND THAT ALL SUCH BORROWINGS SHALL BE DEEMED TO HAVE BEEN
REQUESTED PURSUANT TO SECTIONS 2.03 OR 2.04, AS APPLICABLE AND (II) UPON THE
OCCURRENCE AND CONTINUANCE OF