FOR ANY
REASON AT ANY TIME, WHETHER
47
BEFORE OR AFTER TERMINATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH
LENDER WILL, UPON WRITTEN NOTICE FROM THE AGENT, PROMPTLY PAY OVER TO THE AGENT
ITS PRO RATA LINE PERCENTAGE OR PRO RATA CAP EX PERCENTAGE, AS APPLICABLE OF THE
AMOUNT RESCINDED, HELD UNENFORCEABLE OR INVALID OR REQUIRED TO BE RETURNED,
TOGETHER WITH INTEREST AND OTHER FEES THEREON IF ALSO REQUIRED TO BE RESCINDED
OR RETURNED. IF AGENT DOES NOT RECEIVE SUCH SUMS FROM ANY LENDER WITHIN ONE
(1) BUSINESS DAY AFTER RECEIPT BY SUCH LENDER OF THE WRITTEN NOTICE FROM AGENT
REFERRED TO ABOVE, AGENT SHALL ALSO BE ENTITLED TO RECEIVE FROM SUCH LENDER
INTEREST ON SUCH AMOUNT AT A PER ANNUM RATE EQUAL TO THE PRIME RATE DURING THE
PERIOD COMMENCING ON THE DATE OF RECEIPT BY SUCH LENDER OF SUCH WRITTEN NOTICE
FROM AGENT AND ENDING ON (BUT EXCLUDING) THE DATE AGENT RECOVERS SUCH AMOUNT.
(C)
ALL PAYMENTS BY THE AGENT AND THE LENDERS TO EACH OTHER HEREUNDER
OR UNDER THE LOAN DOCUMENTS SHALL BE IN IMMEDIATELY AVAILABLE FUNDS.
THE AGENT
WILL AT ALL TIMES MAINTAIN PROPER BOOKS OF ACCOUNT AND RECORDS REFLECTING THE
INTEREST OF EACH LENDER IN THE OBLIGATIONS, IN A MANNER CUSTOMARY TO THE AGENT'S
KEEPING OF SUCH RECORDS, WHICH BOOKS AND RECORDS SHALL BE AVAILABLE FOR
INSPECTION BY EACH LENDER AT REASONABLE TIMES DURING NORMAL BUSINESS HOURS, AT
SUCH LENDER'S SOLE EXPENSE.
(D)
FROM AND AFTER AN ACCELERATION DATE, THE PROCEEDS FROM THE SALE OR
OTHER DISPOSITION OF ANY COLLATERAL AND ALL OTHER PAYMENTS RECEIVED ON ACCOUNT
OF THE OBLIGATIONS SHALL BE APPLIED IN THE FOLLOWING ORDER OF PRIORITY (IN EACH
CASE WITHOUT DUPLICATION):
(I)
FIRST, TO REIMBURSE AGENT, ANY LENDER OR ISSUING BANK, FOR
OUT-OF-POCKET COSTS, EXPENSES AND DISBURSEMENTS (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEY'S FEES AND EXPENSES) INCURRED BY AGENT, ANY LENDER OR
ISSUING BANK IN CONNECTION WITH THE COLLECTION OF THE OBLIGATIONS OR THE
EXERCISE OF ANY SUCH PARTY'S RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS;
(II)
SECOND, TO ISSUING BANK AS CASH COLLATERAL TO THE EXTENT OF THE
OUTSTANDING L/C OBLIGATIONS;
(III)
THIRD, TO EACH CREDIT FACILITY IN AN AMOUNT EQUAL TO EACH CREDIT
FACILITY'S PROPORTIONATE SHARE (WHICH SUMS SHALL THEN BE DISTRIBUTED TO EACH
LENDER PARTICIPATING IN SUCH CREDIT FACILITY IN THE CREDIT FACILITY ORDER OF
PRIORITY IN ACCORDANCE WITH EACH SUCH PARTICIPATING LENDER'S PRO RATA SHARE OF
SUCH CREDIT FACILITY AS SET FORTH ON SCHEDULE A HERETO);
(IV)
FOURTH, TO ADVANCES MADE IN VIOLATION OF SECTION 11.1;
(V)
FIFTH, TO ANY OTHER INDEBTEDNESS THEN DUE TO ANY LENDER FROM
BORROWER (RATABLY ACCORDING TO THE RESPECTIVE AMOUNT OF SUCH OTHER INDEBTEDNESS
THEN OUTSTANDING); AND
(VI)
SIXTH, THE BALANCE, IF ANY, AS REQUIRED BY LAW.
(E)
TO THE EXTENT NECESSARY FOR EACH LENDER'S ACTUAL PERCENTAGE OF ALL
OUTSTANDING ADVANCES UNDER THE WORKING CAPITAL LINE TO EQUAL ITS APPLICABLE PRO
RATA LINE PERCENTAGE, THE LENDER WHICH OBTAINS A GREATER SHARE OF ANY PAYMENTS
(BY SET OFF OR OTHERWISE) THAN ITS