OF THE AGGREGATE UNDRAWN FACE AMOUNT OF
ALL OUTSTANDING LETTERS OF
51
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 DUE AND
PAYABLE BY THE BORROWER TO ANY LENDER WITH RESPECT TO BANKING SERVICES
OBLIGATIONS AND SWAP OBLIGATIONS, AND NINTH, TO THE PAYMENT OF ANY OTHER
OBLIGATION DUE AND PAYABLE 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 AN EVENT OF 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 SUBJECT TO SECTION 2.12(C)), AND, IN ANY EVENT, THE
BORROWER SHALL PAY THE BREAK FUNDING PAYMENT REQUIRED IN ACCORDANCE WITH SECTION
2.17.
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 OBLIGATIONS.
(C) AT THE ELECTION OF THE ADMINISTRATIVE AGENT DURING THE EXISTENCE OF AN EVENT
OF DEFAULT OR WHEN CASH DOMINION IS IN EFFECT PURSUANT TO SECTION 7.1 OF THE
SECURITY AGREEMENT, 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 2.04 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.
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 PROTECTIVE ADVANCES) AND THAT ALL SUCH BORROWINGS
SHALL BE DEEMED TO HAVE BEEN REQUESTED PURSUANT TO SECTIONS 2.04, 2.05 OR 2.06,
AS APPLICABLE AND (II) THE ADMINISTRATIVE AGENT TO CHARGE ANY DEPOSIT 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