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 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.
59
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 ANY