OTHER LOAN DOCUMENT.
7.5.
APPLICATION OF PROCEEDS.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER IRREVOCABLY WAIVES THE
RIGHT TO DIRECT THE APPLICATION OF ANY AND ALL PAYMENTS AT ANY TIME OR TIMES
THEREAFTER RECEIVED BY AGENT FROM OR ON BEHALF OF BORROWER, AND AGENT SHALL HAVE
THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY AND TO REAPPLY ANY AND ALL PAYMENTS
RECEIVED AT ANY TIME OR TIMES AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 1.1 AND SECTION 1.5 HEREOF),
ALL PAYMENTS (INCLUDING THE PROCEEDS OF ANY ASSET DISPOSITION OR OTHER SALE OF,
OR OTHER REALIZATION UPON, ALL OR ANY PART OF THE COLLATERAL) RECEIVED AFTER
ACCELERATION OF THE OBLIGATIONS SHALL BE APPLIED (IN EACH CASE, ON A PARI PASSU
BASIS, TO ANY LIQUIDATED, NON-CONTINGENT OUTSTANDING BALANCE OF THE PRE-PETITION
LENDER EXPENSE CLAIMS) AS FOLLOWS: FIRST, TO ALL COSTS AND EXPENSES INCURRED BY
OR OWING TO AGENT AND ANY LENDER WITH RESPECT TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS OR THE COLLATERAL; SECOND, TO ACCRUED AND UNPAID FEES WITH RESPECT TO
THE LOANS; THIRD, TO THE OUTSTANDING BALANCE (INCLUDING PRINCIPAL AND INTEREST)
OF THE REVOLVING LOAN, WHICH SHALL EFFECT A PERMANENT REDUCTION TO THE REVOLVING
LOAN COMMITMENT; FOURTH, TO CASH COLLATERALIZE LETTERS OF CREDIT AS PROVIDED IN
SECTION 1.5(E); FIFTH, RATABLY TO THE OUTSTANDING BALANCE (INCLUDING PRINCIPAL
AND INTEREST) OF THE TERM LOANS; AND SIXTH, TO ANY OTHER OBLIGATIONS OWING TO
AGENT OR ANY LENDER UNDER THE LOAN DOCUMENTS OR ANY INTEREST RATE AGREEMENT.
ANY BALANCE REMAINING SHALL BE DELIVERED TO BORROWER SUBJECT TO THE INTERIM
ORDER OR THE FINAL ORDER, AS APPLICABLE.
SECTION 8.
ASSIGNMENT AND PARTICIPATION
8.1.
ASSIGNMENT AND PARTICIPATIONS.
(A)
SUBJECT TO THE TERMS OF THIS SECTION 8.1,
ANY LENDER MAY MAKE AN ASSIGNMENT TO A QUALIFIED ASSIGNEE OF, OR SALE OF
PARTICIPATIONS IN, AT ANY TIME OR TIMES, THE LOAN DOCUMENTS, LOANS, LETTER OF
CREDIT OBLIGATIONS AND ANY COMMITMENT OR ANY PORTION THEREOF OR INTEREST
THEREIN, INCLUDING ANY LENDER'S RIGHTS, TITLE, INTERESTS, REMEDIES, POWERS OR
DUTIES THEREUNDER.
ANY ASSIGNMENT BY A LENDER SHALL:
(I) REQUIRE THE CONSENT
OF AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED WITH RESPECT TO A QUALIFIED ASSIGNEE) AND THE EXECUTION OF AN ASSIGNMENT
AGREEMENT (AN "ASSIGNMENT AGREEMENT" SUBSTANTIALLY IN THE FORM ATTACHED HERETO
AS EXHIBIT 8.1 AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO,
AND ACKNOWLEDGED BY, AGENT); (II) BE CONDITIONED ON SUCH ASSIGNEE LENDER
REPRESENTING TO THE ASSIGNING LENDER AND AGENT THAT IT IS PURCHASING THE
APPLICABLE LOANS TO BE ASSIGNED TO IT FOR ITS OWN ACCOUNT, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF; (III) EXCEPT WITH
RESPECT TO ANY ASSIGNMENT BY A LENDER TO AN AFFILIATE OF SUCH LENDER, AFTER
GIVING EFFECT TO ANY SUCH PARTIAL ASSIGNMENT, THE ASSIGNEE LENDER SHALL HAVE
COMMITMENTS IN AN AMOUNT AT LEAST EQUAL