RESPECT OF THE
TRANCHE A-1 REVOLVING LOANS;
89
(IX)
NINTH, RATABLY, TO THE PAYMENT IN FULL OF INTEREST DUE IN RESPECT OF
THE TRANCHE A-2 TERM LOANS;
(X)
TENTH, RATABLY, TO THE PAYMENT IN FULL OF PRINCIPAL IN RESPECT OF THE
TRANCHE A-2 TERM LOANS;
(XI)
ELEVENTH, TO PAY OR PREPAY ANY OTHER OBLIGATIONS WHETHER OR NOT THEN
DUE, IN SUCH ORDER AND MANNER AS ADMINISTRATIVE AGENT DETERMINES OR TO BE HELD
AS CASH COLLATERAL IN CONNECTION WITH ANY CONTINGENT OBLIGATIONS, OTHER THAN IN
RESPECT OF LETTER OF CREDIT ACCOMMODATIONS (BUT NOT INCLUDING FOR THIS PURPOSE
ANY OBLIGATIONS ARISING UNDER OR PURSUANT TO ANY BANK PRODUCTS) AND
(XII)
TWELFTH, RATABLY, TO PAY OR PREPAY ANY OBLIGATIONS ARISING UNDER OR
PURSUANT TO BANK PRODUCTS.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
(I) UNLESS SO DIRECTED BY LEAD BORROWER, OR UNLESS A DEFAULT OR AN EVENT OF
DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING, ADMINISTRATIVE AGENT
SHALL NOT APPLY ANY PAYMENTS WHICH IT RECEIVES TO ANY EURODOLLAR RATE LOANS,
EXCEPT (A) ON THE EXPIRATION DATE OF THE INTEREST PERIOD APPLICABLE TO ANY SUCH
EURODOLLAR RATE LOANS OR (B) IN THE EVENT THAT THERE ARE NO OUTSTANDING BASE
RATE LOANS AND (II) TO THE EXTENT ANY BORROWER USES ANY PROCEEDS OF THE LOANS OR
LETTER OF CREDIT ACCOMMODATIONS TO ACQUIRE RIGHTS IN OR THE USE OF ANY
COLLATERAL OR TO REPAY ANY INDEBTEDNESS USED TO ACQUIRE RIGHTS IN OR THE USE OF
ANY COLLATERAL, PAYMENTS IN RESPECT OF THE OBLIGATIONS SHALL BE DEEMED APPLIED
FIRST TO THE OBLIGATIONS ARISING FROM LOANS AND LETTER OF CREDIT ACCOMMODATIONS
THAT WERE NOT USED FOR SUCH PURPOSES AND SECOND TO THE OBLIGATIONS ARISING FROM
LOANS AND LETTER OF CREDIT ACCOMMODATIONS THE PROCEEDS OF WHICH WERE USED TO
ACQUIRE RIGHTS IN OR THE USE OF ANY COLLATERAL IN THE CHRONOLOGICAL ORDER IN
WHICH SUCH BORROWER ACQUIRED SUCH RIGHTS IN OR THE USE OF SUCH COLLATERAL.
(D)
AT ADMINISTRATIVE AGENT'S OPTION, ALL PRINCIPAL, INTEREST, FEES, COSTS,
EXPENSES AND OTHER CHARGES PROVIDED FOR IN THIS AGREEMENT OR THE OTHER FINANCING
AGREEMENTS MAY BE CHARGED DIRECTLY TO THE LOAN ACCOUNT(S) OF ANY BORROWER
MAINTAINED BY ADMINISTRATIVE AGENT.
BORROWERS AND GUARANTORS SHALL MAKE ALL
PAYMENTS TO ADMINISTRATIVE AGENT AND LENDERS ON THE OBLIGATIONS FREE AND CLEAR
OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF, ANY SETOFF,
COUNTERCLAIM, DEFENSE, DUTIES, TAXES, LEVIES, IMPOSTS, FEES, DEDUCTIONS,
WITHHOLDING, RESTRICTIONS OR CONDITIONS OF ANY KIND.
IF AFTER RECEIPT OF ANY
PAYMENT OF, OR PROCEEDS OF COLLATERAL APPLIED TO THE PAYMENT OF, ANY OF THE
OBLIGATIONS, ADMINISTRATIVE AGENT OR ANY LENDER IS REQUIRED TO SURRENDER OR
RETURN SUCH PAYMENT OR PROCEEDS TO ANY PERSON FOR ANY REASON, THEN THE
OBLIGATIONS INTENDED TO BE SATISFIED BY SUCH PAYMENT OR PROCEEDS SHALL BE
REINSTATED AND CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND
EFFECT AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY ADMINISTRATIVE
AGENT OR SUCH LENDER.
BORROWERS AND GUARANTORS SHALL BE LIABLE TO PAY