BANK UNTIL
SUCH TIME AS SUCH DELINQUENCY IS SATISFIED.
A DELINQUENT BANK SHALL BE DEEMED
TO HAVE ASSIGNED ANY AND ALL PAYMENTS DUE TO IT FROM THE BORROWER, WHETHER ON
ACCOUNT OF OUTSTANDING LOANS, INTEREST, FEES OR OTHERWISE, TO THE REMAINING
NON-DELINQUENT BANKS FOR APPLICATION TO, AND REDUCTION OF, THEIR RESPECTIVE PRO
RATA SHARES OF ALL OUTSTANDING REVOLVING CREDIT LOANS.
THE DELINQUENT BANK
HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO DISTRIBUTE SUCH PAYMENTS TO THE
NON-DELINQUENT BANKS IN PROPORTION TO THEIR RESPECTIVE PRO RATA SHARES OF ALL
OUTSTANDING REVOLVING CREDIT LOANS.
A DELINQUENT BANK SHALL BE DEEMED TO HAVE
SATISFIED IN FULL A DELINQUENCY WHEN AND IF, AS A RESULT OF APPLICATION OF THE
ASSIGNED PAYMENTS TO ALL OUTSTANDING REVOLVING CREDIT LOANS OF THE
NON-DELINQUENT BANKS, THE BANKS' RESPECTIVE PRO RATA SHARES OF ALL OUTSTANDING
LOANS HAVE RETURNED TO THOSE IN EFFECT IMMEDIATELY PRIOR TO SUCH DELINQUENCY AND
WITHOUT GIVING EFFECT TO THE NONPAYMENT CAUSING SUCH DELINQUENCY.
NO DELINQUENT
BANK SHALL HAVE A RIGHT TO PARTICIPATE IN ANY VOTE TAKEN BY THE BANKS HEREUNDER,
WHICH SHALL BE CALCULATED AS IF THE COMMITMENTS OF THE DELINQUENT BANK DID NOT
EXIST.
8.5.
PAYMENTS.
(A)
ALL PAYMENTS AND PREPAYMENTS OF PRINCIPAL
OF AND INTEREST ON REVOLVING CREDIT LOANS AND THE TERM LOAN RECEIVED BY THE
ADMINISTRATIVE AGENT SHALL BE PAID TO EACH OF THE BANKS, PRO RATA IN ACCORDANCE
WITH THEIR RESPECTIVE INTERESTS IN SUCH LOANS; AND ANY OTHER PAYMENTS RECEIVED
BY THE ADMINISTRATIVE AGENT HEREUNDER SHALL BE PAID TO THE BANKS OR THE
ADMINISTRATIVE AGENT OR BOTH PRO RATA AS THEIR RESPECTIVE INTERESTS APPEAR.
(B)
EACH OF THE BANKS AND THE ADMINISTRATIVE
AGENT HEREBY AGREES THAT IF IT SHOULD RECEIVE ANY AMOUNT (WHETHER BY VOLUNTARY
PAYMENT, BY THE EXERCISE OF THE RIGHT OF SET-OFF OR BANKER'S LIEN, BY
COUNTERCLAIM OR CROSS ACTION, BY THE ENFORCEMENT OF ANY RIGHT HEREUNDER OR
OTHERWISE) IN RESPECT OF PRINCIPAL OF, OR INTEREST ON, THE LOANS OR ANY FEES
WHICH ARE TO BE SHARED AMONG THE BANKS, WHICH, AS COMPARED TO THE AMOUNTS
THERETOFORE RECEIVED BY THE OTHER BANKS WITH RESPECT TO SUCH PRINCIPAL, INTEREST
OR FEES, IS IN EXCESS OF SUCH BANK'S PRO RATA SHARE OF SUCH PRINCIPAL, INTEREST
OR FEES AS PROVIDED IN THIS AGREEMENT, SUCH BANK SHALL SHARE SUCH EXCESS, LESS
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THE COSTS AND EXPENSES (INCLUDING, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS)
INCURRED BY SUCH BANK IN CONNECTION WITH SUCH REALIZATION, EXERCISE, CLAIM OR
ACTION, PRO RATA WITH ALL OTHER BANKS IN PROPORTION TO THEIR RESPECTIVE
INTERESTS THEREIN, AND SUCH SHARING SHALL BE DEEMED A PURCHASE (WITHOUT
RECOURSE) BY SUCH SHARING PARTY OF PARTICIPATION INTERESTS IN THE LOANS OR SUCH
FEES, AS THE CASE MAY BE, OWED TO THE RECIPIENTS OF SUCH SHARED PAYMENTS TO THE
EXTENT OF SUCH SHARED PAYMENTS; PROVIDED, HOWEVER, THAT IF ALL OR ANY PORTION OF
SUCH EXCESS AMOUNT IS THEREAFTER RECOVERED FROM SUCH BANK, SUCH PURCHASE SHALL
BE RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT OF SUCH RECOVERY, BUT
WITHOUT INTEREST.
8.6.
ACTION BY ADMINISTRATIVE AGENT.
(A)