THE PARENT WITH THE
AGENT.
2.1.6
CONTINUATIONS AND CONVERSIONS.
THE BORROWERS WILL HAVE THE OPTION,
ON ANY BANKING DAY, TO CONTINUE EXISTING LIBOR LOANS FOR A SUBSEQUENT INTEREST
PERIOD, TO CONVERT BASE RATE LOANS INTO LIBOR LOANS OR TO CONVERT LIBOR LOANS
INTO BASE RATE LOANS; PROVIDED, HOWEVER, THAT (I) LIBOR LOANS MAY ONLY BE
CONTINUED OR CONVERTED INTO BASE RATE LOANS ON THE LAST DAY OF THE APPLICABLE
INTEREST PERIOD, (II) LIBOR LOANS MAY NOT BE CONTINUED NOR MAY BASE RATE LOANS
BE CONVERTED INTO LIBOR LOANS DURING THE EXISTENCE OF A DEFAULT, AND (III) ANY
REQUEST TO CONTINUE OR CONVERT A LIBOR LOAN THAT FAILS TO COMPLY WITH THE TERMS
OF THIS AGREEMENT (INCLUDING THE MINIMUM AMOUNTS AND THE TIME PERIODS IN SECTION
2.1.3 AND 3.2.1) AS IF SUCH LIBOR LOAN IS A NEW LIBOR LOAN OR ANY FAILURE TO
REQUEST A CONTINUATION OF A LIBOR LOAN AT THE END OF AN INTEREST PERIOD SHALL
CONSTITUTE A CONVERSION TO A BASE RATE LOAN ON THE LAST DAY OF THE INTEREST
PERIOD.
ALL CONTINUATIONS AND CONVERSIONS MUST BE MADE UNIFORMLY AND RATABLY
AMONG THE LENDERS.
2.1.7
LENDERS' OBLIGATIONS TO FUND.
UNLESS THE AGENT HAS RECEIVED NOTICE
FROM A LENDER PRIOR TO THE DATE OF ANY REVOLVING CREDIT LOAN THAT SUCH LENDER
WILL NOT MAKE AVAILABLE TO THE AGENT THE LENDER'S PERCENTAGE INTEREST OF THE
AGGREGATE PRINCIPAL AMOUNT OF SUCH REVOLVING CREDIT LOAN, THE AGENT MAY ASSUME
THAT THE LENDER HAS MADE ITS PERCENTAGE INTEREST OF THE AGGREGATE PRINCIPAL
AMOUNT OF SUCH REVOLVING CREDIT LOAN
21
AVAILABLE TO THE AGENT ON THE CLOSING DATE OF SUCH REVOLVING CREDIT LOAN IN
ACCORDANCE WITH SECTION 2.1.5, AND THE AGENT MAY, IN RELIANCE UPON SUCH
ASSUMPTION, MAKE AVAILABLE TO THE BORROWERS A REVOLVING CREDIT LOAN IN A
CORRESPONDING AMOUNT.
IF AND TO THE EXTENT THAT A LENDER HAS NOT MADE ITS
PERCENTAGE INTEREST OF THE AGGREGATE PRINCIPAL AMOUNT OF A REVOLVING CREDIT LOAN
AVAILABLE TO THE AGENT, SUCH DEFAULTING LENDER AND THE BORROWERS SEVERALLY AGREE
TO REPAY OR PAY TO THE AGENT FORTHWITH UPON DEMAND THE CORRESPONDING AMOUNT AND
TO PAY INTEREST THEREON, FOR EACH DAY FROM THE APPLICABLE CLOSING DATE THE
AMOUNT IS MADE AVAILABLE TO THE BORROWERS UNTIL THE DATE SUCH AMOUNT IS REPAID
OR PAID TO THE AGENT, AT (I) IN THE CASE OF THE BORROWERS, THE APPLICABLE RATE
APPLICABLE AT SUCH TIME UNDER SECTION 3.1 TO SUCH REVOLVING CREDIT LOAN, AND
(II) IN THE CASE OF THE DEFAULTING LENDER, THE FEDERAL FUNDS RATE FOR THE FIRST
TWO BANKING DAYS AND THE BASE RATE THEREAFTER.
IN ADDITION TO OTHER RIGHTS AND
REMEDIES WHICH THE AGENT MAY HAVE UNDER THE IMMEDIATELY PRECEDING PROVISION OR
OTHERWISE, THE AGENT SHALL BE ENTITLED (I) TO WITHHOLD OR SETOFF AND TO APPLY IN
SATISFACTION OF THE DEFAULTED PAYMENT AND ANY RELATED INTEREST, ANY AMOUNTS
OTHERWISE PAYABLE TO SUCH DEFAULTING LENDER UNDER THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT UNTIL SUCH DEFAULTED PAYMENT AND RELATED INTEREST HAS BEEN PAID
IN FULL AND SUCH DEFAULT NO