RECEIVED BY THE
ADMINISTRATIVE AGENT FROM OR FOR THE BENEFIT OF THE BORROWER SHALL BE APPLIED AS
FOLLOWS:
FIRST, TO PAY PRINCIPAL OF, AND INTEREST ON, ANY PORTION OF THE LOANS
THE ADMINISTRATIVE AGENT MAY HAVE ADVANCED PURSUANT TO THE EXPRESS PROVISIONS OF
THIS AGREEMENT ON BEHALF OF ANY LENDER, FOR WHICH THE ADMINISTRATIVE AGENT HAS
NOT THEN BEEN REIMBURSED BY SUCH LENDER OR THE BORROWER, SECOND, TO PAY ALL
OTHER OBLIGATIONS THEN DUE AND PAYABLE AND THIRD, AS THE BORROWER SO
DESIGNATES.
PAYMENTS IN RESPECT OF SWING LINE LOANS RECEIVED BY THE
ADMINISTRATIVE AGENT SHALL BE DISTRIBUTED TO THE SWING LINE LENDER; PAYMENTS IN
RESPECT OF REVOLVING LOANS RECEIVED BY THE ADMINISTRATIVE AGENT SHALL BE
DISTRIBUTED TO EACH LENDER IN ACCORDANCE WITH SUCH LENDER'S PRO RATA SHARE; AND
ALL PAYMENTS OF FEES AND ALL OTHER PAYMENTS IN RESPECT OF ANY OTHER OBLIGATION
SHALL BE ALLOCATED AMONG SUCH OF THE LENDERS AND ISSUING BANKS AS ARE ENTITLED
THERETO AND, FOR SUCH PAYMENTS ALLOCATED TO THE LENDERS, IN PROPORTION TO THEIR
RESPECTIVE PRO RATA SHARES.
(I)
THE BORROWER HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW,
THE RIGHT TO DIRECT THE
APPLICATION OF ANY AND ALL PAYMENTS IN RESPECT OF THE OBLIGATIONS AND ANY
PROCEEDS OF COLLATERAL AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT AND AGREES THAT, SUBJECT TO THE INTERCREDITOR AGREEMENT,
NOTWITHSTANDING THE PROVISIONS OF SECTION 2.14(A) AND CLAUSE (H) ABOVE, IF AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND NOT OTHERWISE BEEN WAIVED, THE
ADMINISTRATIVE AGENT MAY, AND, UPON EITHER (A) THE WRITTEN DIRECTION OF THE
REQUISITE LENDERS OR (B) THE ACCELERATION OF THE OBLIGATIONS PURSUANT TO SECTION
8.1, SHALL, DELIVER A BLOCKAGE NOTICE TO EACH DEPOSIT ACCOUNT BANK FOR EACH
APPROVED DEPOSIT ACCOUNT AND APPLY ALL PAYMENTS IN RESPECT OF ANY OBLIGATIONS
AND ALL FUNDS ON DEPOSIT IN ANY CASH COLLATERAL ACCOUNT AND ALL OTHER PROCEEDS
OF COLLATERAL IN THE FOLLOWING ORDER:
(I)
FIRST, TO PAY ANY SECURED PARTY EXPENSES
THEN DUE TO THE ADMINISTRATIVE AGENT UNDER THE CREDIT DOCUMENTS;
(II)
SECOND, TO PAY ANY SECURED PARTY EXPENSES
THEN DUE TO THE OTHER SECURED PARTIES UNDER THE CREDIT DOCUMENTS, ON A RATABLE
BASIS;
(III)
THIRD, TO PAY OBLIGATIONS IN RESPECT OF ANY
FEES THEN DUE TO THE FACILITY AGENTS, THE LENDERS AND THE ISSUING BANKS;
(IV)
FOURTH, TO PAY ALL PROTECTIVE ADVANCES;
(V)
FIFTH, RATABLY TO PAY INTEREST DUE IN
RESPECT OF THE LOANS (OTHER THAN PROTECTIVE ADVANCES) AND REIMBURSEMENT
OBLIGATIONS;
60
(VI)
SIXTH, TO PAY OR PREPAY PRINCIPAL AMOUNTS ON
THE LOANS (OTHER THAN PROTECTIVE ADVANCES) AND REIMBURSEMENT OBLIGATIONS, TO
PROVIDE CASH COLLATERAL FOR OUTSTANDING LETTER OF CREDIT UNDRAWN AMOUNTS IN THE
MANNER DESCRIBED IN SECTION 8.2, RATABLY TO THE AGGREGATE PRINCIPAL AMOUNT OF
SUCH LOANS, REIMBURSEMENT OBLIGATIONS AND LETTER OF CREDIT UNDRAWN AMOUNTS;
(VII)
SEVENTH, TO PAY AMOUNTS OWING IN RESPECT OF CASH
MANAGEMENT OBLIGATIONS AND HEDGING AGREEMENTS, TO BE APPLIED RATABLY TO THE
OBLIGATIONS OWING WITH RESPECT TO SUCH CASH MANAGEMENT OBLIGATIONS AND SUCH
HEDGING AGREEMENTS;