HELD AS CASH COLLATERAL FOR SUCH
OBLIGATIONS, SIXTH, TO THE PAYMENT OF ANY SWAP OBLIGATIONS, RATABLY AMONG THE
PARTIES ENTITLED THERETO IN ACCORDANCE WITH THE AMOUNT OF SWAP OBLIGATIONS THEN
DUE TO SUCH PARTIES, AND SEVENTH, TO THE PAYMENT OF ANY OTHER SECURED OBLIGATION
DUE TO THE ADMINISTRATIVE AGENT OR ANY LENDER BY THE BORROWER.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNLESS SO DIRECTED BY THE
BORROWER, OR UNLESS AN EVENT OF DEFAULT IS IN EXISTENCE, NEITHER THE
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL APPLY ANY PAYMENT WHICH IT RECEIVES TO
ANY EURODOLLAR LOAN OF A CLASS, EXCEPT (A) ON THE EXPIRATION DATE OF THE
INTEREST
39
PERIOD APPLICABLE TO ANY SUCH EURODOLLAR LOAN OR (B) IN THE EVENT, AND ONLY TO
THE EXTENT, THAT THERE ARE NO OUTSTANDING ABR LOANS OF THE SAME CLASS AND, IN
ANY EVENT, THE BORROWER SHALL PAY THE BREAK FUNDING PAYMENT REQUIRED IN
ACCORDANCE WITH SECTION 2.15.
THE ADMINISTRATIVE AGENT AND THE LENDERS 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)
IF ANY LENDER SHALL, BY EXERCISING ANY RIGHT OF SET OFF OR COUNTERCLAIM OR
OTHERWISE, OBTAIN PAYMENT IN RESPECT OF ANY PRINCIPAL OF OR INTEREST ON ANY OF
ITS REVOLVING LOANS OR PARTICIPATIONS IN LC DISBURSEMENTS OR SWINGLINE LOANS
RESULTING IN SUCH LENDER RECEIVING PAYMENT OF A GREATER PROPORTION OF THE
AGGREGATE AMOUNT OF ITS REVOLVING LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS
AND SWINGLINE LOANS AND ACCRUED INTEREST THEREON THAN THE PROPORTION RECEIVED BY
ANY OTHER LENDER, THEN THE LENDER RECEIVING SUCH GREATER PROPORTION SHALL
PURCHASE (FOR CASH AT FACE VALUE) PARTICIPATIONS IN THE REVOLVING LOANS AND
PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE LOANS OF OTHER LENDERS TO THE
EXTENT NECESSARY SO THAT THE BENEFIT OF ALL SUCH PAYMENTS SHALL BE SHARED BY THE
LENDERS RATABLY IN ACCORDANCE WITH THE AGGREGATE AMOUNT OF PRINCIPAL OF AND
ACCRUED INTEREST ON THEIR RESPECTIVE REVOLVING LOANS AND PARTICIPATIONS IN LC
DISBURSEMENTS AND SWINGLINE LOANS; PROVIDED THAT (I) IF ANY SUCH PARTICIPATIONS
ARE PURCHASED AND ALL OR ANY PORTION OF THE PAYMENT GIVING RISE THERETO IS
RECOVERED,
SUCH PARTICIPATIONS SHALL BE RESCINDED AND THE PURCHASE PRICE
RESTORED TO THE EXTENT OF SUCH RECOVERY, WITHOUT INTEREST, AND (II) THE
PROVISIONS OF THIS PARAGRAPH SHALL NOT BE CONSTRUED TO APPLY TO ANY PAYMENT MADE
BY THE BORROWER PURSUANT TO AND IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS
AGREEMENT OR ANY PAYMENT OBTAINED BY A LENDER AS CONSIDERATION FOR THE
ASSIGNMENT OF OR SALE OF A PARTICIPATION IN ANY OF ITS LOANS OR PARTICIPATIONS
IN LC DISBURSEMENTS TO ANY ASSIGNEE OR PARTICIPANT, OTHER THAN TO THE BORROWER
OR ANY SUBSIDIARY OR AFFILIATE THEREOF (AS TO WHICH THE PROVISIONS OF THIS
PARAGRAPH SHALL APPLY).
THE BORROWER CONSENTS TO THE FOREGOING AND AGREES, TO
THE EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THAT ANY LENDER
ACQUIRING A PARTICIPATION PURSUANT TO THE FOREGOING ARRANGEMENTS MAY EXERCISE