First Data 2007 Annual Report Download - page 353

the case of any Unpaid Drawings following the date of such acceleration, as of the date of drawing under the applicable Letter of Credit) and from and after
such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise
applicable hereunder.
11.14. Application of Proceeds. Any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from
proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under
Section 11.5 shall be applied:
(i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or Collateral Agent in
connection with any collection or sale or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and
expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under
any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the
exercise of any right or remedy hereunder or under any other Credit Document;
(ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash
Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and
Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to
the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and
(iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction may direct;
provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Letter of Credit Borrower
for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent
in the order specified in clauses (i) through (iii) above.
11.15. Right to Cure.
(a) Notwithstanding anything to the contrary contained in Section 11.3(a), in the event that the Borrower fails to comply with the requirement of
the covenant set forth in Section 10.10, until the expiration of the tenth day after the date on which the Section 9.1 Financials with respect to the Test Period in
which the covenant set forth in such Section is being measured are required to be delivered pursuant to Section 9.1, any holder of Stock or Stock Equivalents
of the Borrower or any direct or indirect parent of the Borrower shall have the right to make a direct or indirect equity investment (other than in the form of
Disqualified Equity Interests) in the Borrower in cash (the "Cure Right"), and upon the receipt by such Person of net cash proceeds (the amount of such net
cash proceeds, the "Cure Amount"), the covenant set forth in such Section shall be recalculated, giving effect to a pro forma increase to Consolidated
EBITDA for such Test Period in an amount equal to such Cure Amount; provided that such pro forma adjustment to Consolidated EBITDA shall be given
solely for the purpose of determining the existence of a Default or an Event of Default under the covenant set forth in such Section with respect to any Test
Period that includes the fiscal quarter for which such Cure Right was exercised and not for any other purpose under any Credit Document.
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