EVENT OF DEFAULT AND, IN EACH CASE, FOR AS LONG AS SUCH
EVENT OF DEFAULT SHALL BE CONTINUING.
(C)
ADDITIONAL FEES.
THE BORROWER SHALL PAY TO THE
ADMINISTRATIVE AGENT
AND ITS RELATED PERSONS THEIR REASONABLE AND CUSTOMARY
FEES AND EXPENSES IN CONNECTION WITH ANY PAYMENTS MADE PURSUANT TO
SECTION 2.16(A) (BREAKAGE COSTS) AND SHALL PAY TO THE ADMINISTRATIVE AGENT AND
ITS RELATED PERSONS AND THE SYNDICATION AGENT, AS APPLICABLE, ALL ADDITIONAL
FEES DESCRIBED IN THE FEE LETTERS.
SECTION 2.12
APPLICATION OF PAYMENTS.
(A)
APPLICATION OF VOLUNTARY
PREPAYMENTS OR OTHER PAYMENTS.
UNLESS OTHERWISE PROVIDED IN THIS SECTION 2.12
OR ELSEWHERE IN ANY LOAN DOCUMENT, ALL PAYMENTS AND ANY OTHER AMOUNTS RECEIVED
BY THE ADMINISTRATIVE AGENT FROM OR FOR THE BENEFIT OF THE BORROWER SHALL BE
APPLIED TO REPAY THE OBLIGATIONS THE BORROWER DESIGNATES.
(b) Application of Mandatory Prepayments. Subject to the provisions of clause
(c) below with respect to the application of payments during the continuance of
an Event of Default, any payment made by the Borrower to the Administrative
Agent pursuant to Section 2.8 (other than pursuant to Section 2.8(e)) or any
other prepayment of the Obligations required to be applied in accordance with
this clause (b) shall be applied first, to the remaining installments of the
Term Loans, applied in direct order of maturity, until the Term Loans have been
paid in full, second, to repay the outstanding principal balance of the Swing
Loans until paid in full, third, to repay the outstanding principal balance of
the Revolving Loans until paid in full (which shall not effect a permanent
reduction in the Revolving Credit Facility), and (if and only if an Event of
Default has occurred and is continuing), fourth, to provide cash collateral to
the
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EXTENT AND IN THE MANNER PROVIDED FOR IN SECTION 9.3 AND, THEN, ANY EXCESS SHALL
BE RETAINED BY THE BORROWER.
SUBJECT TO THE PROVISIONS OF CLAUSE (C) BELOW WITH
RESPECT TO THE APPLICATION OF PAYMENTS DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, ANY PAYMENT MADE BY THE BORROWER TO THE ADMINISTRATIVE AGENT PURSUANT
TO SECTION 2.8(E) SHALL BE APPLIED FIRST, TO REPAY THE OUTSTANDING PRINCIPAL
BALANCE OF THE SWING LOANS UNTIL PAID IN FULL, SECOND, TO REPAY THE OUTSTANDING
PRINCIPAL BALANCE OF THE REVOLVING LOANS UNTIL PAID IN FULL (WHICH SHALL NOT
EFFECT A PERMANENT REDUCTION IN THE REVOLVING CREDIT FACILITY), AND THIRD (IF
AND ONLY IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING), TO PROVIDE CASH
COLLATERAL TO THE EXTENT AND IN THE MANNER PROVIDED FOR IN SECTION 9.3.
(C)
APPLICATION OF PAYMENTS DURING AN EVENT OF DEFAULT.
EACH OF
HOLDINGS AND THE BORROWER HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE EACH
LOAN PARTY AND EACH OTHER GROUP MEMBER TO WAIVE, THE RIGHT TO DIRECT THE
APPLICATION DURING THE CONTINUANCE OF AN EVENT OF DEFAULT OF ANY AND ALL
PAYMENTS IN RESPECT OF ANY OBLIGATION AND ANY PROCEEDS OF COLLATERAL AND AGREES
THAT, NOTWITHSTANDING THE PROVISIONS OF CLAUSE (A) ABOVE, THE ADMINISTRATIVE
AGENT MAY, AND, UPON EITHER