IF ANY AMOUNTS DISTRIBUTED BY THE
ADMINISTRATIVE AGENT TO ANY LENDER ARE SUBSEQUENTLY RETURNED OR REPAID BY THE
ADMINISTRATIVE AGENT TO ANY 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 ANY 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 REPAY THE INDEBTEDNESS UNDER THE EXISTING CREDIT AGREEMENT IN
FULL, (II) TO PAY OR REIMBURSE FEES AND EXPENSES IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (III) TO PROVIDE FOR WORKING
CAPITAL AND GENERAL CORPORATE PURPOSES AND IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, TO FINANCE
PERMITTED ACQUISITIONS IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS
AGREEMENT).
2.15
PRO RATA TREATMENT.
(A)
EXCEPT IN THE CASE OF SWINGLINE LOANS, ALL
FUNDINGS, CONTINUATIONS AND CONVERSIONS OF LOANS OF ANY CLASS SHALL BE MADE BY
THE LENDERS PRO RATA ON THE BASIS OF THEIR RESPECTIVE COMMITMENTS TO PROVIDE
LOANS OF SUCH CLASS (IN THE CASE OF THE FUNDING OF LOANS OF SUCH CLASS PURSUANT
TO SECTION 2.2) OR ON THE BASIS OF THEIR RESPECTIVE OUTSTANDING LOANS OF SUCH
CLASS (IN THE CASE OF CONTINUATIONS AND CONVERSIONS OF LOANS OF SUCH CLASS
PURSUANT TO SECTION 2.11, AND ADDITIONALLY IN ALL CASES IN THE EVENT THE
COMMITMENTS HAVE EXPIRED OR HAVE BEEN TERMINATED), AS THE CASE MAY BE FROM TIME
TO TIME.
ALL PAYMENTS ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON ANY LOANS, FEES
OR ANY OTHER OBLIGATIONS OWING TO OR FOR THE ACCOUNT OF ANY ONE OR MORE LENDERS
SHALL BE APPORTIONED RATABLY AMONG SUCH LENDERS IN PROPORTION TO THE AMOUNTS OF
SUCH PRINCIPAL, INTEREST, FEES OR OTHER OBLIGATIONS OWED TO THEM RESPECTIVELY.
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(B)
EACH LENDER AGREES THAT IF IT SHALL RECEIVE
ANY AMOUNT HEREUNDER (WHETHER BY VOLUNTARY PAYMENT, REALIZATION UPON SECURITY,
EXERCISE OF THE RIGHT OF SETOFF OR BANKER'S LIEN, COUNTERCLAIM OR CROSS ACTION,
OR OTHERWISE, OTHER THAN PURSUANT TO SECTION 2.16(A), 2.16(B), 2.16(D), 2.17,
2.18, 2.20(E) OR 11.7) APPLICABLE TO THE PAYMENT OF ANY OF THE OBLIGATIONS THAT
EXCEEDS ITS RATABLE SHARE (ACCORDING TO THE PROPORTION OF (I) THE AMOUNT OF SUCH
OBLIGATIONS DUE AND PAYABLE TO SUCH LENDER AT SUCH TIME TO (II) THE AGGREGATE
AMOUNT OF SUCH OBLIGATIONS DUE AND PAYABLE TO ALL LENDERS AT SUCH TIME) OF
PAYMENTS ON ACCOUNT OF SUCH OBLIGATIONS THEN OR THEREWITH OBTAINED BY ALL THE
LENDERS TO WHICH SUCH PAYMENTS ARE REQUIRED TO HAVE BEEN MADE, SUCH LENDER SHALL
FORTHWITH PURCHASE FROM THE OTHER LENDERS SUCH PARTICIPATIONS IN SUCH
OBLIGATIONS AS SHALL BE NECESSARY TO CAUSE SUCH PURCHASING LENDER TO SHARE THE
EXCESS PAYMENT OR