THE ADMINISTRATIVE AGENT EQUAL TO ONE
HUNDRED THREE PERCENT (103%) OF THE AGGREGATE UNDRAWN FACE AMOUNT OF ALL
OUTSTANDING LETTERS OF CREDIT AND THE AGGREGATE AMOUNT OF ANY UNPAID LC
DISBURSEMENTS, TO BE HELD AS CASH COLLATERAL FOR SUCH OBLIGATIONS, EIGHTH, TO
PAYMENT OF ANY AMOUNTS OWING WITH RESPECT TO BANKING SERVICES AND SWAP
OBLIGATIONS, AND NINTH, TO THE PAYMENT OF ANY OTHER SECURED OBLIGATION DUE TO
THE ADMINISTRATIVE AGENT OR ANY LENDER BY THE BORROWER. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNLESS SO DIRECTED BY THE BORROWER,
OR UNLESS A DEFAULT IS IN EXISTENCE, NEITHER THE ADMINISTRATIVE AGENT NOR ANY
LENDER SHALL APPLY ANY PAYMENT WHICH IT RECEIVES TO ANY EURODOLLAR LOAN OF A
CLASS, EXCEPT (A) ON THE EXPIRATION DATE OF THE INTEREST PERIOD APPLICABLE TO
ANY SUCH EURODOLLAR LOAN OR (B) IN THE EVENT, AND ONLY TO THE EXTENT, THAT THERE
ARE NO OUTSTANDING ABR LOANS OF THE SAME CLASS AND, IN ANY SUCH EVENT, THE
BORROWER SHALL PAY THE BREAK FUNDING PAYMENT REQUIRED IN ACCORDANCE WITH
SECTION 2.16. THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE CONTINUING
AND EXCLUSIVE RIGHT TO APPLY AND REVERSE AND REAPPLY ANY AND ALL SUCH PROCEEDS
AND PAYMENTS TO ANY PORTION OF THE SECURED OBLIGATIONS.
(C)
AT THE ELECTION OF THE ADMINISTRATIVE AGENT, ALL PAYMENTS OF PRINCIPAL,
INTEREST, LC DISBURSEMENTS, FEES, PREMIUMS, REIMBURSABLE EXPENSES (INCLUDING,
WITHOUT LIMITATION, ALL REIMBURSEMENT FOR FEES AND EXPENSES PURSUANT TO
SECTION 9.03), AND OTHER SUMS PAYABLE UNDER THE LOAN DOCUMENTS, MAY BE PAID FROM
THE PROCEEDS OF BORROWINGS MADE HEREUNDER WHETHER MADE FOLLOWING A REQUEST BY
THE BORROWER PURSUANT TO SECTION 2.03 OR A DEEMED REQUEST AS PROVIDED IN THIS
SECTION OR MAY BE DEDUCTED FROM ANY DEPOSIT ACCOUNT OF THE BORROWER MAINTAINED
WITH THE ADMINISTRATIVE AGENT.
THE BORROWER HEREBY IRREVOCABLY AUTHORIZES
(I) THE ADMINISTRATIVE AGENT TO MAKE A BORROWING FOR THE PURPOSE OF PAYING EACH
PAYMENT OF PRINCIPAL, INTEREST AND FEES AS IT BECOMES DUE HEREUNDER OR ANY OTHER
AMOUNT DUE UNDER THE LOAN DOCUMENTS AND AGREES THAT ALL SUCH AMOUNTS CHARGED
SHALL CONSTITUTE LOANS (INCLUDING SWINGLINE LOANS AND OVERADVANCES, BUT SUCH A
BORROWING MAY ONLY CONSTITUTE A PROTECTIVE ADVANCE IF IT IS TO REIMBURSE COSTS,
FEES AND EXPENSES AS DESCRIBED IN SECTION 9.03) AND THAT ALL SUCH BORROWINGS
SHALL BE DEEMED TO HAVE BEEN REQUESTED PURSUANT TO SECTIONS 2.03, 2.04 OR 2.05,
AS APPLICABLE AND (II) THE ADMINISTRATIVE AGENT TO CHARGE ANY DEPOSIT
45
ACCOUNT OF THE BORROWER MAINTAINED WITH THE ADMINISTRATIVE AGENT FOR EACH
PAYMENT OF PRINCIPAL, INTEREST AND FEES AS IT BECOMES DUE HEREUNDER OR ANY OTHER
AMOUNT DUE UNDER THE LOAN DOCUMENTS.
(D)
IF ANY LENDER SHALL, BY EXERCISING ANY RIGHT OF SET OFF OR COUNTERCLAIM OR
OTHERWISE, OBTAIN PAYMENT IN RESPECT OF ANY PRINCIPAL OF OR INTEREST ON ANY OF
ITS LOANS OR PARTICIPATIONS IN LC DISBURSEMENTS RESULTING IN SUCH LENDER
RECEIVING PAYMENT OF A GREATER PROPORTION OF THE AGGREGATE AMOUNT OF ITS LOANS
AND PARTICIPATIONS IN LC DISBURSEMENTS AND ACCRUED INTEREST THEREON THAN THE