THE EXISTENCE OF AN EVENT
OF 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 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 (2) 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
27
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
LONGER EXISTS AND (II) TO BRING AN ACTION OR SUIT AGAINST SUCH DEFAULTING LENDER
IN A COURT OF COMPETENT JURISDICTION TO RECOVER THE DEFAULTED AMOUNT AND ANY
RELATED INTEREST.
ANY AMOUNTS RECEIVED BY THE AGENT IN RESPECT OF A SUCH
DEFAULTING LENDER'S BASE RATE LOANS OR LIBOR LOANS SHALL NOT BE PAID TO SUCH
DEFAULTING LENDER AND SHALL BE HELD UNINVESTED BY THE AGENT AND EITHER APPLIED
AGAINST THE PURCHASE PRICE OF SUCH DEFAULTING LENDER'S INTEREST IN THE CREDIT
OBLIGATIONS UNDER SECTION 2.1.8 OR PAID TO