NOTWITHSTANDING THE
FOREGOING PROVISIONS OF THIS SECTION, IF, AFTER THE MAKING OF ANY CREDIT EVENT
IN ANY FOREIGN CURRENCY, CURRENCY CONTROL OR EXCHANGE REGULATIONS ARE IMPOSED IN
THE COUNTRY WHICH ISSUES SUCH CURRENCY WITH THE RESULT THAT THE TYPE OF CURRENCY
IN WHICH THE CREDIT EVENT WAS MADE (THE "ORIGINAL CURRENCY") NO LONGER EXISTS OR
ANY BORROWER IS NOT ABLE TO MAKE PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE LENDERS IN SUCH ORIGINAL CURRENCY, THEN ALL PAYMENTS TO BE MADE
BY SUCH BORROWER HEREUNDER IN SUCH CURRENCY SHALL INSTEAD BE MADE WHEN DUE IN
DOLLARS IN AN AMOUNT EQUAL TO THE DOLLAR AMOUNT (AS OF THE DATE OF REPAYMENT) OF
SUCH PAYMENT DUE, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THE
BORROWERS TAKE ALL RISKS OF THE IMPOSITION OF ANY SUCH CURRENCY CONTROL OR
EXCHANGE REGULATIONS.
(B)
ANY PROCEEDS OF COLLATERAL RECEIVED BY THE ADMINISTRATIVE AGENT (I) NOT
CONSTITUTING A SPECIFIC PAYMENT OF PRINCIPAL, INTEREST, FEES OR OTHER SUM
PAYABLE UNDER THE LOAN DOCUMENTS (WHICH SHALL BE APPLIED AS SPECIFIED BY THE
COMPANY) OR (II) AFTER AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND
THE ADMINISTRATIVE AGENT SO ELECTS OR THE REQUIRED LENDERS SO DIRECT, SUCH FUNDS
SHALL BE APPLIED, TO THE EXTENT SUCH FUNDS REPRESENT PROCEEDS OF COLLATERAL
SECURING (OR INTENDING TO SECURE) THE
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PAYMENT THEREOF, RATABLY FIRST, TO PAY ANY FEES, INDEMNITIES, OR EXPENSE
REIMBURSEMENTS INCLUDING AMOUNTS THEN DUE TO THE ADMINISTRATIVE AGENT AND THE
ISSUING BANKS FROM ANY BORROWER (OTHER THAN IN CONNECTION WITH BANKING SERVICES
OBLIGATIONS, SWAP OBLIGATIONS AND FOREIGN FACILITY OBLIGATIONS), SECOND, TO PAY
ANY FEES OR EXPENSE REIMBURSEMENTS THEN DUE TO THE LENDERS FROM ANY BORROWER
(OTHER THAN IN CONNECTION WITH BANKING SERVICES OBLIGATIONS, SWAP OBLIGATIONS
AND FOREIGN FACILITY OBLIGATIONS), THIRD, TO PAY INTEREST THEN DUE AND PAYABLE
ON THE LOANS RATABLY, FOURTH, TO PREPAY PRINCIPAL ON THE LOANS AND UNREIMBURSED
LC DISBURSEMENTS RATABLY, FIFTH, TO PAY AN AMOUNT TO THE ADMINISTRATIVE AGENT
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, SIXTH, TO
PAYMENT OF ANY AMOUNTS OWING WITH RESPECT TO BANKING SERVICES OBLIGATIONS, SWAP
OBLIGATIONS AND FOREIGN FACILITY OBLIGATIONS, AND SEVENTH, TO THE PAYMENT OF ANY
OTHER SECURED OBLIGATION DUE TO THE ADMINISTRATIVE AGENT OR ANY LENDER BY ANY
BORROWER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
UNLESS SO DIRECTED BY THE COMPANY, OR UNLESS A DEFAULT IS IN EXISTENCE, NONE OF
THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL APPLY ANY PAYMENT WHICH IT RECEIVES
TO ANY EUROCURRENCY LOAN OF A CLASS, EXCEPT (A) ON THE EXPIRATION DATE OF THE
INTEREST PERIOD APPLICABLE TO ANY SUCH EUROCURRENCY 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 BORROWERS SHALL PAY THE BREAK FUNDING PAYMENT
REQUIRED IN