HAS MADE SUCH PAYMENT IN FULL TO THE ADMINISTRATIVE
AGENT ON SUCH DATE, AND THE ADMINISTRATIVE AGENT MAY, IN RELIANCE ON SUCH
ASSUMPTION, BUT SHALL NOT BE OBLIGATED TO, CAUSE TO BE DISTRIBUTED TO SUCH
LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE TO SUCH LENDER.
IF AND TO THE EXTENT THE BORROWER SHALL NOT HAVE SO MADE SUCH PAYMENT IN FULL TO
THE ADMINISTRATIVE AGENT, AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO
MAKE SUCH PAYMENT IN ACCORDANCE WITH THE TERMS HEREOF, SUCH LENDER SHALL REPAY
TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH AMOUNT SO DISTRIBUTED TO
SUCH LENDER, TOGETHER WITH INTEREST THEREON FOR EACH DAY FROM THE DATE SUCH
AMOUNT IS SO DISTRIBUTED TO SUCH LENDER UNTIL THE DATE REPAID TO THE
ADMINISTRATIVE AGENT, AT THE FEDERAL FUNDS RATE.
(D)
ALL COMPUTATIONS OF INTEREST AND FEES HEREUNDER (INCLUDING
COMPUTATIONS OF THE RESERVE REQUIREMENT) SHALL BE MADE ON THE BASIS OF A YEAR
CONSISTING OF (I) IN THE CASE OF INTEREST ON BASE RATE LOANS, 365/366 DAYS, AS
THE CASE MAY BE, OR (II) IN ALL OTHER INSTANCES, 360 DAYS;
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and in each case under (i) and (ii) above, with regard to the actual number of
days (including the first day, but excluding the last day) elapsed.
2.13
RECOVERY OF PAYMENTS.
(A)
THE BORROWER AGREES THAT TO THE EXTENT THE BORROWER MAKES A
PAYMENT OR PAYMENTS TO OR FOR THE ACCOUNT OF THE ADMINISTRATIVE AGENT, THE
SWINGLINE LENDER, ANY LENDER OR THE ISSUING LENDER, WHICH PAYMENT OR PAYMENTS OR
ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR
PREFERENTIAL, SET ASIDE OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY
OTHER PARTY UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR STATE OR FEDERAL LAW,
COMMON LAW OR EQUITABLE CAUSE (WHETHER AS A RESULT OF ANY DEMAND, SETTLEMENT,
LITIGATION OR OTHERWISE), THEN, TO THE EXTENT OF SUCH PAYMENT OR REPAYMENT, THE
OBLIGATION INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUED IN FULL FORCE
AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED.
(B)
IF ANY AMOUNTS DISTRIBUTED BY THE ADMINISTRATIVE AGENT TO ANY
LENDER ARE SUBSEQUENTLY RETURNED OR REPAID BY THE ADMINISTRATIVE AGENT TO THE
BORROWER OR ITS REPRESENTATIVE OR SUCCESSOR IN INTEREST, WHETHER BY COURT ORDER
OR BY SETTLEMENT APPROVED BY THE LENDER IN QUESTION, SUCH LENDER WILL, PROMPTLY
UPON RECEIPT OF NOTICE THEREOF FROM THE ADMINISTRATIVE AGENT, PAY THE
ADMINISTRATIVE AGENT SUCH AMOUNT.
IF ANY SUCH AMOUNTS ARE RECOVERED BY THE
ADMINISTRATIVE AGENT FROM THE BORROWER OR ITS REPRESENTATIVE OR SUCCESSOR IN
INTEREST, THE ADMINISTRATIVE AGENT WILL REDISTRIBUTE SUCH AMOUNTS TO THE LENDERS
ON THE SAME BASIS AS SUCH AMOUNTS WERE ORIGINALLY DISTRIBUTED.
2.14
Use of Proceeds.
The proceeds of the Loans shall be used (i) to
finance a portion of the consideration to be paid to OrthoLogic in connection
with the BGS Acquisition, (ii) to repay the Existing Senior Bank Facilities in
full, (iii) to pay or reimburse fees and expenses in connection with