THE ADMINISTRATIVE AGENT,
ALL PAYMENTS OF PRINCIPAL, INTEREST, UNPAID DRAWINGS, FEES, REIMBURSABLE
EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REIMBURSEMENT FOR FEES AND EXPENSES
PURSUANT TO SECTION 14.5), AND OTHER SUMS PAYABLE UNDER THE CREDIT DOCUMENTS
THAT ARE NOT PAID WHEN DUE IN ACCORDANCE WITH THE CREDIT DOCUMENTS (AFTER GIVING
EFFECT TO ANY APPLICABLE GRACE PERIOD(S)), MAY BE PAID FROM THE PROCEEDS OF
BORROWINGS MADE HEREUNDER WHETHER MADE FOLLOWING A REQUEST BY THE BORROWER
PURSUANT TO SECTION 2.3 OR A DEEMED REQUEST AS PROVIDED IN THIS SECTION OR MAY
BE DEDUCTED FROM ANY DEPOSIT ACCOUNT OF THE CREDIT PARTIES MAINTAINED WITH THE
ADMINISTRATIVE AGENT.
THE BORROWER HEREBY IRREVOCABLY AUTHORIZES SOLELY TO THE
EXTENT A PAYMENT IS NOT PAID BY A CREDIT PARTY BY THE TIME WHEN REQUIRED TO BE
PAID, (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 CREDIT DOCUMENTS AND AGREES THAT ALL SUCH AMOUNTS
CHARGED SHALL CONSTITUTE LOANS (INCLUDING SWINGLINE LOANS, BUT SUCH A BORROWING
MAY ONLY CONSTITUTE A PROTECTIVE ADVANCE IF IT IS TO REIMBURSE COSTS, FEES AND
EXPENSES AS DESCRIBED IN SECTION 14.5) AND THAT ALL SUCH BORROWINGS SHALL BE
DEEMED TO HAVE BEEN REQUESTED PURSUANT TO SECTION 2.3 AND (II) THE
ADMINISTRATIVE AGENT TO CHARGE ANY DEPOSIT ACCOUNT OF ANY CREDIT PARTY
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 CREDIT
DOCUMENTS; PROVIDED THAT IN EITHER CASE THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE BORROWER OF ANY SUCH BORROWING OR CHARGE.
(E)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS OR THE LETTER OF
CREDIT ISSUER HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER HAS MADE SUCH PAYMENT
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ON SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH ASSUMPTION,
DISTRIBUTE TO THE LENDERS OR THE LETTER OF CREDIT ISSUER, AS THE CASE MAY BE,
THE AMOUNT DUE.
IN SUCH EVENT, IF THE BORROWER HAS NOT IN FACT MADE SUCH
PAYMENT, THEN EACH OF THE LENDERS OR THE LETTER OF CREDIT ISSUER, AS THE CASE
MAY BE, SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON
DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER OR LETTER OF CREDIT ISSUER WITH
INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS
DISTRIBUTED TO IT TO BUT EXCLUDING THE DATE OF PAYMENT TO THE ADMINISTRATIVE
AGENT, AT THE GREATER OF THE FEDERAL FUNDS EFFECTIVE RATE AND A RATE DETERMINED
BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON
INTERBANK COMPENSATION.
5.4.
Net Payments.
(A)
SUBJECT TO THE FOLLOWING SENTENCE, ALL
PAYMENTS MADE BY OR ON BEHALF OF THE BORROWER (OR ANY CREDIT PARTY) UNDER THIS
AGREEMENT OR