THE FUNDS FOR ANY LOAN OR POST-FIRST AMENDMENT AND RESTATEMENT CREDIT-LINKED
DEPOSIT IN ANY PARTICULAR PLACE OR MANNER OR TO CONSTITUTE A REPRESENTATION BY
ANY LENDER THAT IT HAS OBTAINED OR WILL OBTAIN THE FUNDS FOR ANY LOAN OR
POST-FIRST AMENDMENT AND RESTATEMENT CREDIT-LINKED DEPOSIT IN ANY PARTICULAR
PLACE OR MANNER.
(G)
WHENEVER ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT UNDER
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IS INSUFFICIENT TO PAY IN FULL
ALL AMOUNTS DUE AND PAYABLE TO THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER OR
IN RESPECT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON ANY DATE, SUCH
PAYMENT SHALL BE DISTRIBUTED BY THE ADMINISTRATIVE AGENT AND APPLIED BY THE
ADMINISTRATIVE AGENT AND THE LENDERS IN THE ORDER OF PRIORITY SET FORTH IN
SECTION 8.04.
IF THE ADMINISTRATIVE AGENT RECEIVES FUNDS FOR APPLICATION TO THE
OBLIGATIONS OF THE LOAN PARTIES UNDER OR IN RESPECT OF THE LOAN DOCUMENTS UNDER
CIRCUMSTANCES FOR WHICH THE LOAN DOCUMENTS DO NOT SPECIFY THE MANNER IN WHICH
SUCH FUNDS ARE TO BE APPLIED, THE ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE
OBLIGATED TO, ELECT TO DISTRIBUTE SUCH FUNDS TO EACH OF THE LENDERS IN
ACCORDANCE WITH SUCH LENDER'S PRO RATA SHARE OF THE SUM OF (A) THE OUTSTANDING
AMOUNT OF ALL LOANS OUTSTANDING AT SUCH TIME AND (B) THE OUTSTANDING AMOUNT OF
ALL L/C OBLIGATIONS OUTSTANDING AT SUCH TIME, IN REPAYMENT OR PREPAYMENT OF SUCH
OF THE OUTSTANDING LOANS OR OTHER OBLIGATIONS THEN OWING TO SUCH LENDER.
SECTION 2.13
SHARING OF PAYMENTS.
IF, OTHER THAN AS EXPRESSLY
PROVIDED ELSEWHERE HEREIN, ANY LENDER SHALL OBTAIN ON ACCOUNT OF THE LOANS MADE
BY IT, OR THE PARTICIPATIONS IN L/C OBLIGATIONS AND SWING LINE LOANS HELD BY IT,
ANY PAYMENT (WHETHER VOLUNTARY, INVOLUNTARY, THROUGH THE EXERCISE OF ANY RIGHT
OF SETOFF, OR OTHERWISE) IN EXCESS OF ITS RATABLE SHARE (OR OTHER SHARE
CONTEMPLATED HEREUNDER) THEREOF, SUCH LENDER SHALL IMMEDIATELY (A) NOTIFY THE
ADMINISTRATIVE AGENT OF SUCH FACT, AND (B) PURCHASE FROM THE OTHER LENDERS SUCH
PARTICIPATIONS IN THE LOANS MADE BY THEM AND/OR SUCH SUBPARTICIPATIONS IN THE
PARTICIPATIONS IN L/C OBLIGATIONS OR SWING LINE LOANS HELD BY THEM, AS THE CASE
MAY BE, AS SHALL BE NECESSARY TO CAUSE SUCH PURCHASING LENDER TO SHARE THE
EXCESS PAYMENT IN RESPECT OF SUCH LOANS OR SUCH PARTICIPATIONS, AS THE CASE MAY
BE, PRO RATA WITH EACH OF THEM; PROVIDED THAT IF ALL OR ANY PORTION OF SUCH
EXCESS PAYMENT IS THEREAFTER RECOVERED FROM THE PURCHASING LENDER UNDER ANY OF
THE CIRCUMSTANCES DESCRIBED IN SECTION 10.06 (INCLUDING PURSUANT TO ANY
SETTLEMENT ENTERED
99
INTO BY THE PURCHASING LENDER IN ITS DISCRETION), SUCH PURCHASE SHALL TO THAT
EXTENT BE RESCINDED AND EACH OTHER LENDER SHALL REPAY TO THE PURCHASING LENDER
THE PURCHASE PRICE PAID THEREFOR, TOGETHER WITH AN AMOUNT EQUAL TO SUCH PAYING
LENDER'S RATABLE SHARE (ACCORDING TO THE PROPORTION OF (I) THE AMOUNT OF SUCH
PAYING LENDER'S REQUIRED REPAYMENT TO (II) THE TOTAL AMOUNT SO RECOVERED FROM
THE PURCHASING LENDER) OF ANY INTEREST OR