RATA SHARE SHALL PURCHASE FROM THE OTHER LENDERS SUCH
PARTICIPATIONS IN SUCH NOTES OR OTHER OBLIGATIONS HELD BY THEM AS SHALL BE
NECESSARY TO CAUSE SUCH PURCHASER TO SHARE THE EXCESS PAYMENT OR OTHER RECOVERY
RATABLY WITH EACH OF THEM; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF THE
EXCESS PAYMENT OR OTHER RECOVERY IS THEREAFTER RECOVERED FROM SUCH PURCHASING
HOLDER, THE PURCHASE SHALL BE RESCINDED AND THE PURCHASE PRICE RESTORED TO THE
EXTENT OF SUCH RECOVERY, BUT WITHOUT INTEREST.
THE BORROWERS AGREE THAT ANY
LENDER SO PURCHASING A PARTICIPATION FROM ANOTHER LENDER PURSUANT TO THIS
SECTION 3.7 MAY, TO THE FULLEST EXTENT PERMITTED BY LAW, EXERCISE ALL ITS RIGHTS
OF PAYMENT (INCLUDING PURSUANT TO SECTION 3.8) WITH RESPECT TO SUCH
PARTICIPATION AS FULLY AS IF SUCH LENDER WERE THE DIRECT CREDITOR OF THE
BORROWERS IN THE AMOUNT OF SUCH PARTICIPATION.
IF UNDER ANY APPLICABLE
BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW, ANY LENDER RECEIVES A SECURED CLAIM
IN LIEU OF A SETOFF TO WHICH THIS SECTION 3.7 APPLIES, SUCH LENDER SHALL, TO THE
EXTENT PRACTICABLE, EXERCISE ITS RIGHTS IN RESPECT OF SUCH SECURED CLAIM IN A
MANNER CONSISTENT WITH THE RIGHTS OF THE LENDERS UNDER THIS SECTION 3.7 TO SHARE
IN THE BENEFITS OF ANY RECOVERY ON SUCH SECURED CLAIM.
SECTION 3.8
SETOFF.
IN ADDITION TO AND NOT IN LIMITATION OF ANY RIGHTS
OF ANY LENDER UNDER APPLICABLE LAW, EACH LENDER SHALL, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, HAVE THE RIGHT TO APPROPRIATE
AND APPLY TO THE PAYMENT OF THE OBLIGATIONS OWING TO IT (WHETHER OR NOT THEN
DUE), AND EACH BORROWER HEREBY GRANTS TO EACH LENDER, AS SECURITY FOR SUCH
OBLIGATIONS, A CONTINUING SECURITY INTEREST IN ANY AND ALL BALANCES, CREDITS,
DEPOSITS, ACCOUNTS OR MONEYS OF SUCH BORROWER THEN OR THEREAFTER MAINTAINED WITH
SUCH LENDER; PROVIDED, HOWEVER, ANY SUCH APPROPRIATION AND APPLICATION SHALL BE
SUBJECT TO THE PROVISIONS OF SECTION 3.7.
SECTION 3.9
USE OF PROCEEDS.
(A)
THE BORROWERS SHALL USE THE PROCEEDS OF THE WORKING CAPITAL FACILITY
LOANS MADE ON THE CLOSING DATE (I) TO REFINANCE EXISTING INDEBTEDNESS, (II) TO
PAY FEES AND EXPENSES ASSOCIATED WITH THIS AGREEMENT AND (III) FOR GENERAL
CORPORATE PURPOSES (INCLUDING A BORROWER'S PURCHASE OF THE JUNCTION CITY
PROPERTY).
THE BORROWERS SHALL (I) USE THE PROCEEDS OF THE WORKING CAPITAL
FACILITY LOANS MADE AFTER THE CLOSING DATE TO PROVIDE FOR THE ONGOING WORKING
CAPITAL NEEDS AND GENERAL CORPORATE PURPOSES OF THE BORROWERS AND (II) USE
LETTERS OF CREDIT PURSUANT TO THE TERMS OF SECTION 3.10 FOR THE PURPOSES
PROVIDED THEREIN.
(B)
NO PART OF THE PROCEEDS OF ANY LOANS SHALL BE USED FOR ANY PURPOSE
WHICH VIOLATES REGULATIONS T, U OR X OF THE F.R.S. BOARD.
34
SECTION 3.10
LETTERS OF CREDIT.
UPON AND SUBJECT TO THE TERMS AND
CONDITIONS OF THIS SECTION 3.10, IN ADDITION TO THE TERMS AND CONDITIONS SET
FORTH ELSEWHERE IN THIS AGREEMENT, THE AGENT SHALL ARRANGE FOR THE ISSUANCE OF
LETTERS OF CREDIT FOR THE ACCOUNT OF ONE OR MORE BORROWERS,