OR ANY
OF THE OTHER LOAN DOCUMENTS FOR THE ACCOUNT OF ANY LENDER SHALL CONSTITUTE A
PAYMENT TO SUCH LENDER.
THE ADMINISTRATIVE AGENT AGREES PROMPTLY TO DISTRIBUTE
TO EACH LENDER SUCH LENDER'S PRO RATA SHARE OF PAYMENTS RECEIVED BY THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS.
(B)
IF IN THE OPINION OF THE ADMINISTRATIVE AGENT THE DISTRIBUTION OF
ANY AMOUNT RECEIVED BY IT IN SUCH CAPACITY HEREUNDER, UNDER THE NOTES OR UNDER
ANY OF THE OTHER LOAN DOCUMENTS MIGHT INVOLVE IT IN LIABILITY, IT MAY REFRAIN
FROM MAKING DISTRIBUTION UNTIL ITS RIGHT TO MAKE DISTRIBUTION SHALL HAVE BEEN
ADJUDICATED BY A COURT OF COMPETENT JURISDICTION.
IF A COURT OF COMPETENT
JURISDICTION SHALL ADJUDGE THAT ANY AMOUNT RECEIVED AND DISTRIBUTED BY THE
ADMINISTRATIVE AGENT IS TO BE REPAID, EACH PERSON TO WHOM ANY SUCH DISTRIBUTION
SHALL HAVE BEEN MADE SHALL EITHER REPAY TO THE ADMINISTRATIVE AGENT ITS
PROPORTIONATE SHARE OF THE AMOUNT SO ADJUDGED TO BE REPAID OR SHALL PAY OVER THE
SAME IN SUCH MANNER AND TO SUCH PERSONS AS SHALL BE DETERMINED BY SUCH COURT.
SECTION 8.09
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
(A)
IN CASE OF THE PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY,
LIQUIDATION, BANKRUPTCY, REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR
OTHER JUDICIAL, ADMINISTRATIVE OR LIKE PROCEEDING OR ANY ASSIGNMENT FOR THE
BENEFIT OF CREDITORS RELATIVE TO BORROWER OR ANY OF ITS SUBSIDIARIES, THE
ADMINISTRATIVE AGENT (IRRESPECTIVE OF WHETHER THE PRINCIPAL OF THE FACILITY
SHALL THEN BE DUE AND PAYABLE AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE
AND IRRESPECTIVE OF WHETHER THE ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND
ON BORROWER) SHALL BE ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH
PROCEEDING, UNDER ANY SUCH ASSIGNMENT OR OTHERWISE:
71
(I)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL
AND INTEREST OWING AND UNPAID IN RESPECT OF THE FACILITY AND ALL OTHER
OBLIGATIONS OF BORROWER THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER
DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF THE
LENDERS AND THE ADMINISTRATIVE AGENT (INCLUDING ANY CLAIM FOR THE REASONABLE
COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE LENDERS AND THE
ADMINISTRATIVE AGENT AND THEIR RESPECTIVE AGENTS AND COUNSEL AND ALL OTHER
AMOUNTS DUE THE LENDERS AND THE ADMINISTRATIVE AGENT UNDER SECTIONS 2.09 AND
9.06) ALLOWED IN SUCH PROCEEDING OR UNDER ANY SUCH ASSIGNMENT; AND
(II)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER PROPERTY PAYABLE OR
DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME.
(B)
ANY CUSTODIAN, RECEIVER, ASSIGNEE, TRUSTEE, LIQUIDATOR,
SEQUESTRATOR OR OTHER SIMILAR OFFICIAL IN ANY SUCH PROCEEDING OR UNDER ANY SUCH
ASSIGNMENT IS HEREBY AUTHORIZED BY EACH LENDER TO MAKE SUCH PAYMENTS TO THE
ADMINISTRATIVE AGENT AND, IN THE EVENT THAT THE ADMINISTRATIVE AGENT SHALL
CONSENT TO THE MAKING OF SUCH PAYMENTS DIRECTLY TO THE LENDERS, NEVERTHELESS TO
PAY TO THE ADMINISTRATIVE AGENT ANY AMOUNT DUE FOR THE REASONABLE COMPENSATION,
EXPENSES, DISBURSEMENTS