FROM THE BORROWER
(OTHER THAN IN CONNECTION WITH BANKING SERVICES OBLIGATIONS AND SWAP
OBLIGATIONS), THIRD, TO PAY INTEREST THEN DUE AND PAYABLE ON THE LOANS RATABLY,
FOURTH, TO PREPAY PRINCIPAL ON THE LOANS AND UNREIMBURSED LC DISBURSEMENTS
RATABLY, FIFTH, TO PAY AN AMOUNT TO THE ADMINISTRATIVE AGENT EQUAL TO ONE
HUNDRED FIVE PERCENT (105%) 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, SIXTH, TO
PAYMENT OF ANY AMOUNTS OWING WITH RESPECT TO BANKING SERVICES OBLIGATIONS AND
SWAP OBLIGATIONS, AND SEVENTH, 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, NONE OF THE ADMINISTRATIVE AGENT
OR ANY LENDER SHALL APPLY ANY PAYMENT WHICH IT RECEIVES TO ANY EUROCURRENCY LOAN
OF A CLASS, EXCEPT (A) ON THE EXPIRATION DATE OF THE INTEREST PERIOD APPLICABLE
TO ANY SUCH EUROCURRENCY 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 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 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 ACCOUNT OF
THE BORROWER MAINTAINED WITH THE ADMINISTRATIVE AGENT OR 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 REVOLVING LOANS OR PARTICIPATIONS IN LC DISBURSEMENTS OR SWINGLINE LOANS
RESULTING IN SUCH LENDER RECEIVING